Bluerock completes QT, changes name to Tombill
2020-12-10 15:09 PT - News Release
Mr. Adam Horne reports
BLUEROCK VENTURES CORP. COMPLETES QUALIFYING TRANSACTION AND CHANGES NAME TO TOMBILL MINES LIMITED
Tombill Mines Ltd. (formerly Bluerock Ventures Corp.) has completed its qualifying transaction pursuant to which the company acquired all of the issued and outstanding shares of Tombill Mines Ltd. in exchange for the issuance of common shares of the company pursuant to an amalgamation.
On Dec. 4, 2020, the company, Tombill Mines and Tombill Exploration Ltd. entered into an amalgamation agreement whereby the parties agreed to complete an amalgamation. Tombill Exploration had been incorporated as a wholly owned subsidiary of Bluerock for the purposes of the amalgamation. Pursuant to the amalgamation agreement, shareholders of Tombill Mines became shareholders of the company, resulting in the issuance today of an aggregate of 93.22 million common shares in the capital of the company at a deemed price of 15 cents per common share.
Upon completion of the transaction, the company completed a name change from Bluerock Ventures to Tombill Mines. The company will continue the business which was previously conducted by Tombill Mines. Tombill is expected to commence trading on the TSX Venture Exchange under the trading symbol TBLL on Tuesday, Dec. 15, 2020.
For additional information concerning the transaction and the foregoing matters, please refer to the company's filing statement dated Dec. 4, 2020, which is available under the company's SEDAR profile.
Deemed exercise of subscription receipts
As previously disclosed, Tombill Mines and Bluerock Ventures closed a brokered private placement of subscription receipts on Dec. 4, 2020, for aggregate gross proceeds of $6.5-million. In connection with the private placement, Tombill Mines issued an aggregate of: (i) 15,994,000 flow-through subscriptions receipts at a price of 16.5 cents per FT subscription receipt, and (ii) 25,739,934 non-flow-through subscriptions receipts at a price of 15 cents per non-FT subscription receipt. Beacon Securities Ltd. and Eight Capital acted as agents on a best-efforts basis in connection with the private placement.
The escrow conditions have been satisfied, and, pursuant to the terms of the amalgamation agreement, each subscription receipt was deemed to be exercised without any further consideration or action by the holder thereof. Initially, each FT subscription receipt was deemed to be exercised into: (i) one common share which shall, for the purposes of the Income Tax Act (Canada), be designated as a flow-through share; and (ii) one-half of one share purchase warrant entitling the holder to acquire one common share at a price of 23 cents per warrant share until Dec. 9, 2022. Immediately thereafter, each non-FT subscription receipt was deemed to be exercised into one common share and one-half of one warrant.
Participants in the subscription receipt financing received an aggregate of 25,739,934 common shares, 15,994,000 flow-through shares and 20,866,967 warrants. In consideration for the services rendered in connection with the private placement, the agents shall receive an aggregate of 3,338,714 non-transferable compensation warrants. The broker warrants shall entitle the holder thereof to purchase one common share at an exercise price of 15 cents per common share until Dec. 9, 2022. The broker warrants are subject to a statutory hold period expiring on April 10, 2021.
The net proceeds of the subscription receipt financing will be used for exploration costs, working capital and general corporate purposes. For further information regarding the use the net proceeds, please refer to the filing statement.
Management and director changes
Effective upon completion of the transaction, the former directors and officers of the company resigned, and the management of Tombill now comprises Adam Horne (chairman and chief executive officer) and John Alexander (chief financial officer). Tombill's board of directors will consist of six directors, namely Mr. Horne, Mr. Alexander, Ian Stalker, Mark Colman, Ray Davies and Reda Jalabi.
About Bluerock Ventures Corp.
The company has ownership of various mineral exploration and past-producing gold properties in the Geraldton and Beardmore region, Ontario. The company's business is mineral exploration, primarily gold. It has 74 claims, of which 62 are owned and patented, five leased and nine where it owns the mineral rights. Of these, the Tombill Main Group property comprises 51 owned patents and four mineral rights.
Additional information
Miller Thomson LLP acted as legal counsel to the company, Tombill Mines was represented by McMillan LLP, and the agents were represented by Bennett Jones LLP.