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Vancouver, British Columbia – (October 11, 2017) – Bankers Cobalt Corp. (TSXV: BANC) (the “Corporation” or “Bankers”) announces that it has changed its name from “Nomad Ventures Inc.” to “Bankers Cobalt Corp.”. Trading in the Corporation’s common shares was halted on August 14, 2017 following the Corporation’s announcement of the proposed acquisition of Katanga Cobalt Corp. (“Katanga”). Trading in the Corporation’s common shares will resume under the Corporation’s new trading symbol, “BANC”, effective October 12, 2017.
The Corporation also announces that further to its news release dated August 17, 2017, it has entered into a definitive amalgamation agreement with Katanga dated October 6, 2017 (the “Amalgamation Agreement”). Under the Amalgamation Agreement, a subsidiary of Bankers (“Subco”) will amalgamate with Katanga (the “Transaction”). Under the Transaction all outstanding securities of Katanga will be exchanged for securities of Bankers on a 1:1 basis. The Transaction will require the approval of the shareholders of Katanga at a meeting to be held on October 17, 2017. Upon completion of the Transaction the resulting amalgamated company will be a wholly owned subsidiary of the Corporation, which will continue with the exploration and development of Katanga’s mineral projects in the Democratic Republic of Congo (“DRC”). The Transaction will constitute a Fundamental Acquisition (as that term is defined in the policies of the TSX Venture Exchange (the “TSXV”)) by Bankers. The Transaction is expected to close in October 2017.
Upon closing of the Transaction, Bankers will issue 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 Warrants will be exercisable into one common share in the capital of the Corporation as follows: 4,625,000 Warrants each exercisable at $0.10 until April 28, 2020; 403,200 Warrants each exercisable at $0.25 until August 3, 2019; 177,386 Warrants each July 11, 2019; 5,323,330 Warrants each exercisable at $0.50 until August 3, 2019; and 3,695,327 Warrants each exercisable at $0.50 until August 11, 2019. The Corporation will also issue 500,000 common shares to each of GR7 Consulting Corp. and Altus Capital Partners as finder’s fees. Upon the closing of the Amalgamation the Corporation expects to have 72,454,878 common shares outstanding and 24,365,268 Warrants outstanding.
The completion of the Transaction is subject to a number of conditions, including but not limited to the approval of the shareholders of Katanga. The TSXV has conditionally approved the Transaction.
Katanga’s wholly owned DRC subsidiary Bankers Cobalt Mining SASU (BCMS) recently acquired a new concession known as the Kabolela project located in the Lakasi area of the DRC Copperbelt. This concession is located between two operating cobalt/copper mines. Additional surface work and sampling are currently being conducted which will lead to a drill program expected to commence prior to the end of October and with a reputable drill contractor in place. The geology is a copper bearing fracture system and salt diapir potentially containing a Roan-R2 raft which will be drill tested.
Exploration activities continue on the Kankutu cobalt/copper project in Katanga Province, DRC. Katanga is currently undertaking a grid controlled soil sampling program and test pits and trenches to identify drill targets at the project. Exploration is targeting Kimpe-style sedimentary hosted, multi-phase hydrothermal copper and cobalt mineralization in Roan formation rocks. The project is contiguous to and within 3 kms of the Kimpe cobalt/copper operating mine and preliminary work has indicated the same mineral bearing formations at Kimpe may continue onto Kankutu. The potential for Kimpe style mineralization makes it prospective for cobalt and copper. Katanga has completed a technical report in respect of Kankutu and this report has been accepted for filing by the TSXV.
The securities to be issued in connection with the Transaction have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in Regulation S promulgated under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The parties and the TSXV have agreed that of the shares to be issued to the shareholders of Katanga; (i) 38,800,000 will bear legends providing that the shares may be subject to up to a two year hold period with 20% of the shares released every six months with the first such release occurring on the closing of the Transaction;(ii) 6,300,000 will bear legends providing that the shares may be subject to up to a one year hold period with 20% of the shares released every three months with the first such release occurring on the closing of the Transaction; and (iii) the balance will be subject to a four month hold period.
Bankers is a natural resource company focused on the acquisition, exploration and development of mineral properties. The Corporation evaluates each of its properties upon the completion of an exploration program on that property, and then determines whether or not it will continue to hold and possibly further explore the property, sell the property, or abandon the property. Bankers is in the exploration stage and is in the process of evaluating various properties and has not yet determined whether these properties contain reserves that are economically recoverable. Upon completion of the Transaction, Bankers intends to focus on cobalt and copper exploration and development in the DRC.
Completion of the Transaction is subject to a number of conditions, including TSXV acceptance. The Transaction cannot close until the required approvals are obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
The TSX Venture Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
President, Bankers Cobalt Corp.
For further information:
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).