Black Springs Provides an Update on Its Proposed Qualifying Transaction
Black Springs Capital Inc.
Suite 1328-885 West Georgia Street
Vancouver, BC Canada V6C 3E8
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NEWS RELEASE NEX: BSG.H
Black Springs Provides an Update on Its Proposed Qualifying Transaction
Vancouver, British Co lombia. February 6, 2 017 – (NEX: BSG.H) Blac k Springs
Capital Inc. (the “Corporation” or “BSC”) is pleased to provide t he following update on
its previously announce d qualifying transaction (see press release date d December 9,
2016) whereby the Corp oration will acquire all o f the issued and outstand ing securities
(the "Géomines Shares") of Groupe Ressourc es Géomines Inc. ("Géomines") in
exchange for the issuan ce of common shares t o the shareholders of G éomines. The
acquisition of the Géom ines Shares will constit ute the qualifying trans action of the
Corporation (the "Qualifying Transaction") as such term is defined in the policies of the
TSX Venture Exchange (the "Exchange").
The acquisition of the Gé omines Shares will be ef fected through the amalg amation of the
Corporation and Géomin es under the Business Corporations Act (Quebec) (“QBCA”),
pursuant to a binding amalgamation agreement dated January, 3 2017.
Terms of Qualifying Transaction
Under the terms of the Qualifying Transaction, the Corporation will am algamate with
Géomines to form amalco under the name Kintavar Exploration Inc. (“Kintavar”) and the
shareholders of Géomin es will receive common shares in the capital of Kintavar (the
“Kintavar Shares”) in exchange for their Géomines Shares (the “Amalgamation”).
The Qualifying Transaction is an arm's length tran saction. No insiders of th e Corporation
own securities in Géom ines and no insiders o f Géomines own secur ities in the
Corporation.
Pro forma Capital Structure
The Corporation curren tly has 8,250,000 com mon shares issued and outstanding,
following the completion of its previously announ ced bridge financing (see press release
dated December 9, 2016 ), completed on Decem ber 29, 2016 for gross proceeds of
$110,250 through the iss uance of 2,100,000 comm on shares of the Corpora tion at a price
of $0.0525 per share, w hich are subject to a ho ld period ending April 30, 2017. In
connection with the Qua lifying Transaction such common shares will be e xchanged on a
two to one basis pursuan t to the Amalgamation, resulting in 4,125,000 K intavar Shares
after the Amalgamation.
Géomines currently has 1 7,168,885 common shares issued and outstanding, following the
completion of a first tra nche of the previously a nnounced financing (see press release
dated December 9, 2016 ), completed on Decem ber 30, 2016 for gross proceeds of
$1,181,710 through the issuance of 2,002,500 u nits at a price of $0.14 per unit, each
comprised of one (1) co mmon share and one ha lf of one (1/2) common share purchase
warrants exercisable at a price of $0.18 until Dece mber 30, 2018, and 4,452 ,000 common
shares on a flow-through basis at a price of $0.1 8 per share. Pursuant to an acquisition
agreement dated Decemb er 8, 2016, Géoméga Re sources Inc. (“GéoMéga”) will receive
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17,857,143 common sha res of Géomines concurr ently with the closing of the Qualifying
Transaction. Therefore, pursuant to the Qualif ying Transaction curre nt Géomines
shareholders and GéoMéga, will be issued an aggregate of 35,025,929 Kintavar Shares.
In connection with the co mpletion of the Qualifyin g Transaction, Kintavar w ill complete
the concurrent financing (the "Concurrent Financing") to raise a minimum of $500,000
and a maximum of $3,10 8,000, resulting in the iss uance of a minimum of 3 ,571,429 (and
maximum 8,700,000) u nits (the “Units”) at a price of $0.14 per and a maximum
10,500,000 flow-through common shares (the “FT Shares”) at a price of $0.18 pe r FT
Share. Each Unit being comprised of one (1) Ki ntavar Share and one ha lf of one (1/2)
Kintavar Share purchase warrant exercisable at a p rice of $0.18 for a period of 24 months
from its issuance. The p roceeds from the Concur rent Financing will be u sed for general
working capital purposes and exploration work. A ll securities issued in co nnection with
the Concurrent Financing will be subject to a four month hold period.
Following completion of the Amalgamation, (i) c urrent shareholders of th e Corporation
will hold approximately 9.7% of the outstandin g Kintavar Shares (or 7 .1% assuming
completion of the maxim um Concurrent Financin g), (ii) current Géomines shareholders
and Géoméga will hold approximately 82.0% o f the outstanding Kintav ar Shares (or
60.0% assuming completion of the maximum Con current Financing), (iii) i nvestors in the
Concurrent Financing wi ll hold approximately 8. 4% of the outstanding K intavar Shares
(or 32.9% assuming co mpletion of the maxim um Concurrent Financi ng), and (iv)
Ressources Amixam Inc . (the only 10% or mor e shareholder of Géomi nes) will hold
approximately 10.3% o f the Kintavar Shares ( or 7.5% assuming com pletion of the
maximum Concurrent Financing).
In accordance with Exch ange policy, the Corpora tion's shares are currentl y halted from
trading and will remain so until the completion of the Qualifying Transaction.
Géomines Financial Information
During the fiscal year en ded December 31, 2015 and the interim period en ded September
30, 2016, Géomines ha d respectively total ass ets of $853,386 and $ 798,553, total
liabilities of $162,043 an d $150,00, total equity o f $691,343 and $648,553 , expenses of
$544,629 and $43,057, a nd a net loss of $538,772 and $42,8890. The foreg oing financial
information is unaudited . Financial information for Géomines will be p rovided in the
filing statement of BSC to be prepared in connection with the Qualifying Transaction.
BSC Shareholders Meeting
On February 1, 2017, the Corporation held a n annual and special m eeting of its
shareholders. In additio n to the normal annual business, at such meetin g shareholders
approved (i) the proposed continuation of the Corporation from the Business Corporations
Act (British Colombia) to the QBCA prior to c ompleting the Amalgam ation, (ii)
Amalgamation and filing s with applicable regulat ory authorities, and (iii) the ratification
of the Corporation's new stock option plan,.
Upon completion of the Q ualifying Transaction, Ki ntavar will be engaged in the business
of Géomines. For a fu ll description of Géom ines and its business p lease see the
Corporation's press release dated December 9, 2016.
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Management and Board of Directors of the Resulting Issuer
Upon completion of the Qualifying Transaction, t he resulting issuer's Boar d of Directors
will consist of Kiril Mugerman, David Charles, Mark Billings and Maxime Lemieux. The
following is biographical information on each of these individuals.
Kiril Mugerman is the P resident and CEO of Gé oMéga Resources Inc. si nce September
2015. He is an up and co ming junior mining executive who possesses both s olid technical
and financial experience . Prior to joining GéoM éga, he worked at Indu strial Alliance
Securities Inc. (“IAS”) as a mining specialist. He also worked on ad vanced stage
exploration projects internationally with Gold Fields Ltd. in West Africa, c entral Asia and
Latin America. At IAS, he served as a mining a nalyst in the industrial m inerals sector
focusing in the rare ear th elements, graphite an d potash sectors. He ho lds a bachelor
degree with Honors (earth and planetary sciences) from McGill University.
David Charles is a seasoned veteran with over 28 y ears of experience includ ing managing
director and head of mi ning research at Dundee Capital Markets and pa rtner & senior
mining analyst metals a nd mining with GMP S ecurities. Mr. Charles i s Director of
Odyssey Resources and P resident of Kilganor Inc. He holds a M.Sc (Appli ed) in Mineral
Exploration from McG ill University and a Chartered Financial A nalyst (CFA)
designation.
Mark Billings is the Cha irman and CEO of Canam ex Resources Corp. He re cently served
from 2007 to 2014 as a Director, Senior VP of Corporate Development and CFO of Argex
Titanium Inc., a compan y he co-founded. Previo usly, Mr. Billings served as CFO for
private and public Internet companies from 2000 to 2004. From 2004 to 200 6, he was VP
of Corporate Finance with Desjardins Securities Inc., where he led a number of public and
private financings and t ook companies public o n the Canadian exchang es. Mark also
served as a director or o fficer with other junior r esource companies in Ca nada. He has a
Bachelor of Arts (Highe st Honours) in Political Science from Carleton U niversity, an
MBA from the Harvard Business School and a Chartered Financial A nalyst (CFA)
designation.
Mr. Lemieux, LL.B., LL .L. and MBA, is a lawy er in McMillan LLP's N ational Capital
Markets and M&A Grou p, where his practice is f ocused on securities, cor porate finance,
and mergers and acquisi tions matters. Representi ng both issuers and inve stment dealers,
Mr. Lemieux has experie nce in private and public debt and equity offering s. He has also
acted as lead counsel in a number of private and public merger an d acquisition
transactions and corporat e reorganization, as well as a variety of negotiate d transactions,
including reverse take-over, exempt take-over bids and proxy contests. He a lso sits on the
board of several public companies.
Background information regarding the officers, other than Mr. Mugerm an, proposed
President and CEO, is set forth below.
Ingrid Martin – Proposed Chief Financial Officer.
Ms. Martin has been p roviding financial repor ting services for a num ber of public
companies for several ye ars. She is currently the C FO of GéoMéga, Midlan d Exploration
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and Hinterland Resourc es. Previously, Ms. Ma rtin also served as CF O of Melkior
Resources, Strateco Res ources, Stakeholder Gol d and Maudore Mineral s. She holds a
B.Sc. in accounting from HEC.
Alain Cayer – Proposed VP Exploration.
Mr. Cayer has over 15 y ears of experience in mi neral exploration on sev eral advanced
projects, most notably the Éléonor gold deposit. Mr. Cayer is currently the VP Exploration
of GéoMéga. Prior to jo ining GéoMégA, he was Senior Project Geologi st at Virginia
Mines, which he joined in 2002. In 2003, he wa s part of the team that d iscovered the
Eleonore gold deposit in James Bay, which he worked on until it was sold to Goldcorp. In
2005, Mr. Cayer and the Virginia Mines team re ceived the Prospectors a nd Developers
association of Canada’s Bill Denis award, which is awarded to the prospect or of the year
in Canada, for the Eleon ore discovery. Mr. Caye r started his career at So quem in 1998
where he was exploring for rare earth and base m etal ore bodies in Quebe c’s Côte Nord
region. He has a bachelo r’s degree in geology and a master’s degree in mineral resources
from Université du Québec à Montréal.
Sponsorship of Qualifying Transaction
Sponsorship of a qualify ing transaction of a cap ital pool company is re quired by the
Exchange unless exempt in accordance with Exc hange policies. BSC has applied for an
exemption from the spo nsorship requirements. T here is no assurance th at BSC will
ultimately obtain an exemption from sponsorship.
Description of Significant Conditions to Closing
Completion of the Qualif ying Transaction is subje ct to a number of condit ions including
but not limited to, the completion of the Cont inuation, the closing of the minimum
Concurrent Financing, a nd Exchange acceptance . There can be no assu rance that the
Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned t hat, except as disclosed i n the filing statement to be prepared in
connection with the Qua lifying Transaction, any information released or received with
respect to the Qualifying Transaction may not be accurate or complete and should not be
relied upon. Trading in the securities of a capita l pool company should be considered
highly speculative.
The TSX Venture Excha nge Inc. has in no way p assed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents of this press release.
About Black Springs Capital Corp.
Black Springs Capital C orp is a capital pool co mpany. The Company i s engaged in
identification and evalua tion of assets or business with a view of completi ng a qualifying
transaction.
Cautionary Statements
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This news release contains "forward-looking statements" within the meaning of applicable
securities laws relating to the proposal to com plete the Qualifying Tra nsaction and
associated transactions, including statements reg arding the terms and co nditions of the
Qualifying Transaction a nd associated transaction s. Readers are cautioned not to place
undue reliance on forward-looking statements. Actual results and developments may differ
materially from those c ontemplated by these st atements depending on, among other
things, the risks that the parties will not proceed with the Qualifying Tra nsaction and
associated transactions, that the ultimate term s of the Qualifying Tr ansaction and
associated transactions will differ from those that currently are contemplated, and that the
Qualifying Transaction and associated transactions will not be successfully completed for
any reason (including th e failure to obtain the r equired approvals or cle arances from
regulatory authorities). The statements in this news release are made as of the date of this
release. The Corporation undertakes no obligation to comment on analyses , expectations
or statements made by t hird parties in respect o f the Corporation, Géom ines, or their
respective financial or operating results or (as applicable), their securities.
Neither TSX Venture Ex change nor its Regulati on Services Provider (a s that term is
defined in the policies of the TSX Venture Ex change) accepts respon sibility for the
adequacy or accuracy of this release.
For further information, please contact:
Hani Zabaneh, President at:
Suite 1328-885 West Georgia Street
Vancouver, BC Canada V6C 3E8
Tel: 604-288-8968