VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 07/11/13 -- Further to previous announcements and its June 4 SEDAR filed information circular ("Information Circular"), Bullman Minerals Inc. (TSX VENTURE: BUL) (the "Issuer") announces that it has completed its purchase of all of the issued and outstanding shares of Birimian Gold AS ("Birimian") from Douro Gold AS ("Douro") of Oslo, Norway, and Goldsea Investment Group Co., Ltd. ("Goldsea"), a British Virgin Islands company controlled by a Chinese investment group. Pursuant to a purchase agreement that was originally signed December 28, 2012, amended April 11, 2013, and May 16, 2013 (and restated), the Issuer issued 18 million common shares ("Shares") in its capital to assignees of Douro and 5 million Shares to Goldsea for a total of 23 million Shares at a deemed price of $0.20 per Share and paid US$1 million cash to Douro for aggregate consideration of approximately $5.6 million. The 18 million Shares issued to the Douro assignees are subject to a Tier 2 Value Exchange prescribed Escrow Agreement and are scheduled to be released over a three (3) year period. The five (5) million Shares issued to Goldsea are subject to a Tier 1 Value Exchange prescribed Escrow Agreement ("Tier 1 Escrow Agreement") and are scheduled to be released over an 18 month period. The acquisition constitutes the Issuer's "Qualifying Transaction" as defined in the policies of the TSX Venture Exchange (the "Exchange").
Birimian wholly owns two Guinean resource exploration companies which each hold three licenses to properties (collectively, the "Properties") in the Republic of Guinea, in West Africa. 58,309 meters of shallow reverse circulation and 26,168 m of rotary air blast and air core drilling has been carried out on the Properties, which have identified several zones of gold mineralization. A NI 43-101 technical report documenting the historic exploration programs as well as recommendations for future exploration programs on the Properties has been filed by the Issuer on SEDAR.
The Issuer engaged Canaccord Genuity Corp. who assisted the Issuer in offering (the "Brokered Financing"), on a commercially reasonable efforts basis, 8,255,000 units ("Units") at $0.20 per Unit for gross proceeds of $1,651,000. Each Unit consists of one Share of the Issuer and one warrant ("Warrant"). Each Warrant is exercisable into one Share of the Issuer at $0.60 per Share for a period of two (2) years from the closing of the Brokered Financing. Compensation payable to Canaccord consisted of a work fee, a cash commission equal to 3.5% on 7,500,000 Units, 262,500 agent's warrants ("Agent's Warrants"), each Agent's Warrant entitling the Agent to purchase a common share in the capital of the Issuer ("Agent's Warrant Share") at $0.40 per Agent's Warrant Share for a period of 2 years from the Brokered Financing closing date, and 125,000 corporate finance fee units (the "Corporate Finance Fee Units"), each Corporate Finance Fee Unit consisting of a Share and a warrant ("Corporate Finance Fee Warrant") each Corporate Finance Fee Warrant entitling the Agent to purchase an additional Share at $0.40 per share. The proceeds are being used to cover certain expenses of the Qualifying Transaction and financings, to carry out exploration on the Properties, and for general working capital purposes.
The Issuer also carried out a non-brokered private placement ("Non-Brokered Financing") of 16,745,000 Units for gross proceeds of $3,349,000. The Issuer paid cash finders' fees of $102,000 to Yaodong Jiang of China and $50,940 to Qing Mu of China. The proceeds will be used as described above with respect to the Brokered Financing.
All securities issued in connection with the Brokered Financing and the Non-Brokered Financing are subject to a prescribed four (4) month hold and restricted trading period pursuant to applicable securities laws ending on November 11, 2013.
Shareholders previously approved the Qualifying Transaction, by way of minority approval, at the Issuer's shareholders' meeting ("Meeting") held on July 4, 2013. At that Meeting, the Board of Directors of the Issuer was expanded to five (5) members and Tore Birkeland and Yong Ouyang were elected to the Board. Disclosure regarding the new members of the Board can be found in the Information Circular. The Issuer's management are very pleased to have Mssrs. Birkeland and Ouyang join the Board.
With the closing of the Qualifying Transaction, the following Senior Officer changes have been made:
CFO: Richard (Rick) Barnett has been appointed the CFO of the Issuer. Mr. Barnett has extensive corporate experience as a Chief Financial Officer, Controller, and Secretary with over 25 years accounting experience serving numerous public and private corporations. His experience covers a wide range of companies including resource & exploration, oil & gas, engineering, and research & development.
Chairman of the Board: While a non-executive position, Mr. Birkeland has significant experience with resource exploration in Northern Africa, particularly Guinea. Mr. Birkeland expects to be very involved with the Issuer's operations in Guinea.
The Issuer changed its name from Bullman Ventures Inc. to Bullman Minerals Inc. effective today. Its shares will trade under its existing symbol which will be changed from BUL.P to BUL.
As disclosed in the Information Circular, the Issuer has granted 3,120,000 stock options ("Stock Options") at $0.20 per optioned share exercisable up to ten (10) years from the date of grant.
Early Warning Report from Goldsea Investment Group Co., Ltd.
Goldsea, with an address of Palm Grove House, Road Town, Tortola, British Virgin Islands, which is a private holding company controlled by Yong Ouyang a recently elected director of the Issuer, acquired ownership and control of four (4) million Units at a cost of $800,000 in the Non-Brokered Financing which are subject to the Tier 1 Escrow Agreement and, as discussed above, Goldsea acquired ownership and control of five (5) million Shares on the closing of the Qualifying Transaction, at an indirect cost of US$1 million. In addition, Yong Ouyang was granted 200,000 stock options, in connection with the above noted stock option grant. Accordingly, Yong Ouyang, directly and indirectly, acquired a total of nine (9) million Shares, four (4) million Warrants and 200,000 Stock Options. Together with 750,000 Shares previously acquired by Goldsea, Goldsea holds 9,750,000 Shares of the Issuer representing approximately 18% of the issued and outstanding Shares of the Issuer. Goldsea (Yong Ouyang), acting alone, acquired ownership and control of the securities for investment purposes and expects to acquire additional Shares or to dispose of Shares as it sees fit, subject to applicable securities trading and disclosure rules and regulations.
About Bullman Minerals Inc.
The Issuer has, up to now, been a "capital pool company" within the meaning of the policies of the Exchange. The Issuer is advised that with the closing of the Qualifying Transaction and concurrent financings, it will be listed on Tier 2 of the Exchange as a "Mineral Exploration" Company. Readers are referred to the Technical Report filed by the Issuer on SEDAR for particulars regarding the proposed exploration programs of its Properties in the Republic of Guinea, Africa.
ON BEHALF OF THE BOARD
Bullman Minerals Inc.
Peter Yue - CEO
This news release contains, directly or impliedly, forward-looking information and forward-looking statements (collectively "forward looking statements"), within the meaning of applicable securities laws, with respect to the business of the Issuer and the Issuer's ability to execute its business plan. Such forward looking statements are based upon assumptions, and estimates made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. These assumptions include those concerning the availability of financing and no significant decline in existing general business and economic conditions. Forward looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those expressed or implied in the forward looking statements and, accordingly, readers should not place undue reliance on those statements. Risks and uncertainties that may cause actual results to vary include, but are not limited to, the Issuer's limited financial resources and the availability of financing alternatives; changes in general economic conditions or conditions in the financial markets; that the Issuer will be able to establish and/or maintain relationships with key suppliers, and strategic partners; other risks as discussed in the Issuer's Management's Discussion and Analysis and in other Issuer disclosure documents filed with securities and regulatory authorities which are available at www.sedar.com. Should one or more risks and uncertainties materialize or should any assumptions prove incorrect, then actual results could vary materially from those expressed or implied in the forward looking statements and accordingly, readers should not place undue reliance on those statements. Readers are cautioned that the foregoing lists of risks, uncertainties, assumptions and other factors are not exhaustive. The forward looking statements contained in this news release are made as of the date hereof and the Issuer undertakes no obligation to update publicly or revise any forward-looking statements contained herein or in any other documents filed with securities regulatory authorities, whether as a result of new information, future events or otherwise, except in accordance with applicable securities laws.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Bullman Minerals Inc.
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