ONGold Resources Ltd. press release
Nevada Bob's announces signing of definite agreement in connection with its change of business
TSXV - TSX Venture Exchange · Gold · Tungsten · Silver · Copper · Zinc · Lead · Antimony · Arsenic · Nickel · Platinum · Palladium · Canada
TORONTO, Aug. 18 /CNW/ - Further to its press release dated June 6, 2008 announcing its proposed change of business, Nevada Bob's International Inc. (the "Company") (TSXV - NBI.U) is pleased to announce that it has entered into a share purchase agreement (the "Definitive Agreement") 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 Definitive Agreement establishes the terms and conditions upon which the parties thereto will 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. In connection with the COB, it is intended that the Company will amalgamate with Loncor and 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 in accordance with the rules of the Exchange. As such, the Company will submit a "Filing Statement" to the Exchange no later than August 20, 2008 for initial review 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. For further information about the COB, please refer to the press release dated June 6, 2008, a copy of which is available at www.SEDAR.com.
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 intends to dispose of its existing licensing business.
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.
Forward-Looking Information: This press release contains forward-looking statements and information. All statements and information, other than statements and information of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding the Company's proposed COB are forward-looking statements and information). These forward-looking statements and information reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements and information are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements and information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, failure to complete the COB. Any forward-looking statement and information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement and information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking statements and information are reasonable, forward-looking statements and information are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.