BNP Resources Inc. and L1 Capital Corp. announce letter of intent for
business combination
/THIS DOCUMENT IS NOT FOR DISSEMINATION OR DISTRIBUTION IN THE
TSX-V BNX.A/BNX.B
It is proposed that as a result of this Transaction all of the shares of L1 would be purchased by BNP for consideration of one unit of BNP at a deemed price of
Further information and details will be provided on the deal structure in a subsequent News Release upon a further agreement confirming the terms thereof and in compliance with TSX Venture Exchange policies.
Significant Assets of the merged entity will consist of current assets of approximately
Class A shares of BNP issued to L1 shareholders may be subject to such escrow provisions as determined by the TSX Venture Exchange. The shares of L1 have been halted from trading and may remain halted until the completion of the Transaction. The companies will proceed to negotiate a definitive agreement regarding the Transaction and, upon signing such definitive agreement, L1 is to advance
The Transaction is an arms length transaction and will be subject to approval by L1's directors and/or shareholders. Existing shares of the founders and insiders of L1 would be subject to escrow on completion of the transaction.
The Transaction does not involve any financing arrangements. Key conditions yet to be met in order to complete this transaction are:
- L1 to have no less than $390,000 in assets at the time of closing; and - BNP's officers and directors agree to irrevocably support the Transaction and not solicit other transactions that would prevent the foregoing from closing.
The current and proposed insiders of BNP upon completion of the Transaction will be Gregory Bilcox President and CEO and a Director, Edward Nunes-Vaz Vice President of Land and Business Development and a Director,
Additionally,
BNP is actively engaged in the exploration for and the development and production of oil and natural gas reserves. BNP's business strategy is to build sustainable and profitable per share growth through internally generated exploration and development drilling.
BNP is an Alberta based company incorporated under the laws of the Province of Alberta. BNP has approximately 25,035,834 Class A and 922,500 Class B basic shares issued and outstanding which trade on the TSX Venture Exchange under the symbols "BNX.A and "BNX.B". L1 has 3,950,000 basic common shares issued.
Completion of the foregoing 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 foregoing 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.
Neither the TSX Venture Exchange nor Its Regulation Services Provider (as the term is defined In the Policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: Gregory Bilcox, President and CEO, BNP Resources Inc., Phone: (403) 695-1091, Fax: (403) 265-0413; Gordon R. Travis, President & CEO, L1 Capital Corp., Phone: (403) 338-1001
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