Sponsorship and Concurrent Financing
Canaccord Genuity Corp., subject to completion of satisfactory due diligence, has agreed to act as sponsor and financial advisor in connection with the transaction. For acting as Sponsor, Canaccord will receive a work fee of $35,000, plus a monthly work fee of $20,000 per month for two months.
An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Pursuant to the letter of intent, it is a condition of the completion of the Transaction that the Company complete a financing generating up to $2 million at a price of $0.20 (the "Financing"). Canaccord has also entered into a letter agreement to assist Broome to complete the Financing on a best efforts basis, with $1,500,000 of the financing to be raised through a "president's list". Under the terms of the engagement, Canaccord will also have an over-allotment option to place additional shares to raise up to a further $500,000. For its services in respect to placees under the "president's list, Canaccord will be entitled to receive a cash commission of 4% on gross proceeds from those placees plus Brokers warrants exercisable for a period of 24 months from closing of the Qualifying Transaction to acquire that number of common shares that is equal to 4% of the number of shares sold to the president's list. For placees not on the "president's list" Canaccord will receive 8% cash commission and 8% in Broker's warrants.
Canaccord will also receive 300,000 shares by way of a corporate finance fee upon successful completion of the Financing, and a pro-rata additional number of corporate finance fee shares if the over allotment option is exercised.
Upon completion of the Qualifying Transaction, a finder's fee is payable to (a) Evans & Evans, Inc., in the amount of 3% of the value of the Transaction, which is currently estimated to be $2,500,000, for a finder's fee of $75,000, payable 50% in cash and 50% in shares of the Resulting Issuer at a deemed price equal to the Transaction deemed price and to (b) Mr. In Suk Chung in the amount of 2% of the value of the Transaction for a finder's fee of $50,000, payable 50% in cash and 50% in shares of the Resulting Issuer at a deemed price equal to the Transaction deemed price.
This news release contains certain "forward-looking statements" including, for example, statements relating to the completion of the proposed Transaction, the Resulting Issuer's anticipated share capital. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability of the Minahasa Group to successfully manage the political and economic risks inherent in pursuing business opportunities in Indonesia; and the ability of the Minahasa Group to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, the Company and the Minahasa Group disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.
On behalf of the Board of Directors
Peter Hughes, President, Chief Executive Officer
All information contained in this press release relating to the Minahasa Group was provided by the Minahasa Group to the Company for inclusion herein. The Company has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
Qualified Person Statement.
Mr. Stephen Godfrey, BSc(Hons)(UNE), DipEd(QU), MAIG, MAusIMM, has reviewed the portion of the technical content of this news release as it relates to the Minahasa Gold project.
Completion of the transaction is subject to a number of conditions, including but not limited to, exchange acceptance and if applicable pursuant to exchange requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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 release.
Broome Capital Inc.
President, Chief Executive Officer
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