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Vancouver, British Columbia – (October 23, 2017) – Bankers Cobalt Corp. (TSXV: BANC) (the “Corporation” or “Bankers”) announces that it has closed the previously announced acquisition of Katanga Cobalt Corp. (“Katanga”). The acquisition was completed pursuant to the terms of a previously executed Amalgamation Agreement between Bankers, Katanga and a subsidiary of Bankers (“Subco”) under which Subco amalgamated with Katanga (the “Transaction”).
In connection with the Transaction, Bankers issued to the shareholders of Katanga: (i) a total of 64,137,327 common shares of the Corporation in exchange for 100% of the outstanding shares of Katanga and (ii) 17,374,243 share purchase warrants (the “Warrants”) in exchange for 100% of the outstanding share purchase warrants of Katanga. The Corporation also issued 500,000 common shares to each of GR7 Consulting Corp. and Altus Capital Partners as finder’s fees. The Corporation now has outstanding 72,654,878 common shares, 24,365,268 Warrants and 620,000 stock options. The TSX Venture Exchange has approved the Transaction.
The Corporation also announces that in connection with the Transaction certain previous directors and officers of the Corporation have resigned. The new board of directors of the Corporation is comprised of Stephen Barley, Shu Zhan, Peter Dickie, Geoff Balderson and Lenard Clough. Officers of the Corporation are now Stephen Barley, President and Chief Executive Officer; Murray Flanigan, Chief Financial Officer; and Janet Francis, Corporate Secretary.
The Acquisition was an “Arm’s Length Transaction” within the meaning of the TSX Venture Exchange policies and did not require approval of the Corporation’s shareholders.
Stephen Barley, the Chief Executive Officer of the Corporation said, “We are very pleased to have successfully completed the amalgamation. Our experienced team will continue with our focus on building accretive stakeholder value out of the tremendous opportunity we have in the cobalt copper space in the DRC.”
Bankers is a natural resource company focused on the acquisition, exploration and development of cobalt and copper mineral properties in the Democratic Republic of Congo (“DRC”). Bankers holds rights to 14 separate mineral concessions strategically located in the southern DRC Copperbelt and having a total area in excess of 210 km². Bankers has the intention to acquire interests in additional concessions. All concessions were obtained as either new grants or through reputable DRC partners and have clean title with no government involvement, making Bankers one of the few, and perhaps only, junior public mining company in the DRC to have 14 concessions capable of being currently explored and developed. Bankers has an experienced operations team operating in the southern Copperbelt of the DRC. Bankers believes it is one of the front runners in advancing cobalt and copper exploration by a junior mining company in the DRC.
Upon the closing of the Transaction, Kevin Torudag acquired beneficial ownership and control over 8,850,000 common shares of the Corporation representing approximately 12.18% of the issued and outstanding common shares of the Corporation. 6,850,000 of the common shares are held by Lockwood Financial Corp., a company owned and controlled by Kevin Torudag.
Kevin Torudag has acquired the securities of the Corporation for investment purposes and may acquire further common shares or dispose of his holdings of common shares as investment conditions warrant. To obtain a copy of the Early Warning Report to be filed by Kevin Torudag in connection with his becoming an insider of the Corporation, please contact Sheri Rempel at (604) 834-2968. Kevin Torudag’s address is 36 Florence, Dollard-Des-Ormeaux, Quebec H9A 3G5.
President & CEO.
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Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains “forward-looking information” within the meaning of applicable securities laws relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction, the proposed closing the Transaction, and the outlook of the business of Katanga, including whether Katanga will be successful in developing and selling mineral resources. Although the Corporation believes in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Corporation can give no assurance that they will prove to be correct. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Transaction and associated transactions, that the ultimate terms of the Transaction and associated transactions will differ from those that currently are contemplated, and that the Transaction and associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The terms and conditions of the Transaction may change based on the Corporation’s due diligence and the receipt of tax, corporate and securities law advice for both the Corporation and Katanga. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third-parties in respect of the Corporation, Katanga, their securities, or their respective financial or operating results (as applicable).