ONGold Resources Ltd. press release
Nevada Bob's announces change of business
TSXV - TSX Venture Exchange · Gold · Tungsten · Silver · Copper · Zinc · Lead · Antimony · Arsenic · Nickel · Platinum · Palladium · Canada
CALGARY, June 6 /CNW/ - Nevada Bob's International Inc. (the "Company") (TSXV - NBI.U) announces that it has entered into a Letter of Intent dated June 6, 2008 to acquire 100% of the issued and outstanding shares of Loncor Resources Inc. ("Loncor"), all of which such shares are held by Arnold Kondrat (the "Vendor"). Loncor is a private company continued under the laws of Ontario that holds as its primary asset all of the shares of Loncor Resources Congo SPRL ("Loncor Congo"). Loncor Congo, a wholly-owned subsidiary of Loncor, is a private company existing under the laws of the Democratic Republic of Congo ("DRC") that controls four exploration permits in the Bas Province of the DRC and 46 exploration permits in North Kivu in the DRC. The Letter of Intent establishes the terms and conditions upon which the parties thereto will enter into a definitive agreement to complete the acquisition. The acquisition will constitute a change of business ("COB") for the Company under the policies of the TSX Venture Exchange (the "Exchange"), resulting in the Company becoming a mining issuer. As part of the COB, it is intended that the Company will change its name to "Loncor Resources Inc.". The acquisition is subject to Exchange approval and the acceptance of the Company's shareholders. The Company intends to seek shareholder approval of the COB transaction and related matters by way of written consent. As such, the Company is currently preparing a "Filing Statement" in accordance with Exchange policy and a copy of same will be available at www.SEDAR.com once the Exchange has conditionally approved the matters referred to therein.
To acquire Loncor, the Company will issue to the Vendor 3,000,000 common shares of the Company valued at US$0.17 per common share representing a deemed aggregate purchase price of US$510,000, in exchange for all issued and outstanding shares of Loncor. Currently the Company has 24,753,247 common shares issued and outstanding.
Currently the Company's primary business is the licensing of the right to use the Nevada Bob's trademarks in connection with operating retail golf stores internationally, excluding the U.K., Europe, Canada and the United States and certain other golf related, non-Nevada Bob's trademarks internationally, including the U.K., Europe, Canada and the United States. Upon completion of the COB the Company expects to retain and continue to operate its existing licensing business.
Management of the Company going forward will be its current directors and/or officers, namely: Arnold Kondrat, Kevin Baker, Richard Lachcik, William Wilson, Geoffrey Farr and Donat Madilo.
About Loncor, Loncor Congo and the properties
Loncor, through its wholly-owned subsidiary Loncor Congo, controls four exploration permits in the Bas Congo province of the DRC which are considered to be prospective for primary and alluvial gold deposits. The Loncor Congo area of interest which covers a total area of almost 160,000 hectares is centered on the town of Tshela, situated 100 km north of the Congo River and sandwiched between the Cabinda and Zaire Provinces of Angola. Loncor Congo also controls 46 exploration permits in North Kivu in the DRC.
The following is a summary of significant (a) unaudited financial information of Loncor for the three month period ended March 31, 2008 and (b) audited financial information about Loncor as of its financial years ended December 31, 2007 and 2006:
March 31, 2008 Dec. 31, 2007 Dec. 31, 2006 Total Assets US$2,432,956 US$2,146,981 US$732,823 Total Liabilities US$2,531,197 US$2,184,348 US$341,374
Sponsorship
Haywood Securities Inc. has been retained as the sponsor and has initiated its due diligence in connection with the acquisition as required under Exchange policies.
Non-Arm Length's Parties
The Vendor who resides in Ontario, is both a director and officer of each of the Company and Loncor, and holds approximately 34.9% of the Company's issued and outstanding common shares and 100% of Loncor's issued and outstanding common shares.
Kevin Baker who resides in Alberta, is a director and officer of the Company and holds approximately 34.1% of the Company's issued and outstanding common shares.
Geoffrey Farr who resides in Ontario, is a director of the Company and an officer of Loncor. Although this acquisition is a related party transaction, completion of the acquisition will not be subject to the shareholder meeting and valuation requirements of Exchange Policy 5.9 which incorporates Multilateral Instrument 61-101, together with Companion Policy 61-101CP, as the fair market value of the transaction will not exceed 25% of the market capitalization of the Company. However, as set forth above, shareholder approval of the transaction will be obtained by way of written consent and will exclude those votes attaching to common shares of the Company held by any directors and/or officers of the Company or other non-arm's length parties to the issuer and to the COB.
Completion of the transaction is subject to a number of conditions,
including Exchange acceptance and disinterested shareholder approval. 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 Filing Statement
to be prepared in connection with the transaction, any information
released or received with respect to the COB may not be accurate or
complete and should not be relied upon. Trading in the securities of
Nevada Bob's International Inc. should be considered highly speculative.
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.
Haywood Securities Inc., subject to completion of satisfactory due
diligence, has agreed to act as sponsor to Nevada Bob's International
Inc. in connection with the transaction. An agreement to sponsor should
not be construed as any assurance with respect to the merits or the
likelihood of completion.