Latin American Minerals Enters into Non-Binding Letter Agreement
LATIN AMERICAN MINERALS ENTERS INTO NON-BINDING
LETTER AGREEMENT
June 26, 2019 – Toronto, Ontario – Latin American Minerals Inc . (TSXV: LAT) (the “Company”) announces
that it has entered into a non -binding letter agreement dated May 8, 2019 (“Letter Agreement”) with The Bullet ID
Corporation (“ Bullet”), a private company that provides a modernized inventory management system for
Government agencies globally, outlining the proposed terms and conditions pursuant to which the Company and
Bullet have agreed to merge their respective businesses resulting in a reverse takeover of the Company by Bullet
(the “Proposed Transaction”).
The Proposed Transaction will be structured as a three-cornered amalgamation or other similar form of transaction
as the parties may determine , resulting in Bullet becoming a wholly -owned subsidiary of the Company . The
Proposed Transaction constitutes a “reverse takeo ver” of the Company under the policies of the TSX Venture
Exchange (the “TSXV”), and its completion is subject to the approval of the TSXV and certain other conditions as
described below.
The Proposed Transaction
The Proposed Transaction is subject to a n umber of terms and conditions, including, but not limited to, the parties
entering into a definitive agreement with respect to the Proposed Transaction , which shall include representations,
warranties, conditions and covenants typical for a transaction of this nature; the completion of satisfactory due
diligence investigations; Bullet having completed an equity financing for gross proceeds of not less th an $2,000,000
by way of a private placement (the “ Private Placement ”), and the approval of the TSXV and other applicable
regulatory authorities.
In connection with the Proposed Transaction , the Company intends to consolidate all of its outstanding shares so
that the resulting number of the Company’s shares will equal to $1,500,000 divided by the issue price that Bullet
securities are sold at in the Private Placement (the “Consolidation”). The exchange ratio is subject to adjustment
depending on the ultimate issue price under the Private Placement.
Further in connection with the Proposed Transaction , the Company will be required to, among other things, (i)
change its name to “BID Technologies Corporation” or suc h other name acceptable to the parties and the applicable
regulatory authorities, and (ii) replace all directors and officers of the Company on closing of the Proposed
Transaction with nominees of Bullet to be named and announced at a later date.
Further d etails of the Proposed Transaction will be included in subsequent news releases and required disclosure
documents (which will include information on the nominee directors and officers of Bullet and the business and
financial information in respect of Bullet) to be filed by the Company in connection with the Proposed
Transaction .
About Bullet
Bullet is based in Toronto. It was incorporated under the Business Corporations Act (Ontario) on December 23,
2016. It has approximately 50 million shares outstanding, held by 51 shareholder s who have invested a total of
over $1 million of cash, plus services to date. Bullet has developed patent -pending technology to serialize and
track ammunition and other high -value assets and has completed the build of its first system which will be
installed and operating on a pilot basis over the summer.
For further information please contact:
Mathew Wilson, Mfin, CFA
President and CEO
Tel: 1-416-643-7630
E-mail: [email protected]
Website: www.latinamericanminerals.com
The Company’s public documents may be accessed at www.sedar.com. For further information, please visit
our website at www.latinamericanminerals.com or email us [email protected].
Neither the TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the
adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities
law. Forward looking information is frequently characterized by words such as “plan”, “expect”, “project”,
“intend”, “believe”, “anticipate”, “estimate”, “may”, “will”, “would”, “potential”, “proposed” a nd other
similar words, or statements that certain events or conditions “may” or “will” occur. These statements are
only predictions. Forward-looking information is based on the opinions and estimates of management at the
date the information is provided, and is subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those projected in the forward -looking
information. For a description of the risks and uncertainties facing the Com pany and its business and affairs,
readers should refer to the Company’s Management’s Discussion and Analysis. The Company undertakes no
obligation to update forward -looking information if circumstances or management’s estimates or opinions
should change, unless required by law. The reader is cautioned not to place undue reliance on forward -
looking information.
Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to comply
with this restriction may constitute a violation of U.S. Securities laws.