Vancouver, British Columbia--(Newsfile Corp. - January 25, 2022) - Jabbo Capital Corp. (TSXV: JAB.P) ("Jabbo") and BPG Metals Corp. ("BPGM") today announced that they have entered into a non-binding letter of intent dated January 24, 2022 (the "LOI"), which outlines the general terms and conditions of a proposed business combination.
About BPGM
BPGM is a Canadian-based mineral exploration company founded by an experienced board and management team with extensive Brazilian and platinum group element (PGE) exploration, permitting, development and construction expertise. BPGM is focused on advancing the Luanga PGE + gold + nickel project in the Carajás Mineral Province, Pará, Brazil, for which BPGM is currently in the process of obtaining a technical report in accordance with the requirements of National Instrument 43-101 Standards of Disclosure for Minerals Projects.
The Board of Directors and senior management of BPGM are comprised of Luís Mauricio F. Azevedo (Chairman & CEO), Dr. Nicole Adshead-Bell (Lead Director), Stuart Comline (Director), Anthony Polglase (Director), Stephen Quin (Director), Simon Mottram (President), Manoel Cerqueria (CFO), Alex Penha (EVP Corporate Development) and James McVicar (Corporate Secretary). It is anticipated that these individuals will comprise the Board of Directors and senior management of the Resulting Issuer (as defined below) upon completion of the Transaction (as defined below).
About Jabbo
Jabbo is a "capital pool company" that completed its initial public offering in December, 2020. The common shares of Jabbo ("Jabbo Shares") are listed for trading on the TSX Venture Exchange ("TSXV") under the stock symbol JAB.P. Jabbo has not commenced commercial operations and has no assets other than cash. It is intended that the Transaction, when completed, will constitute the "Qualifying Transaction" of Jabbo pursuant to Policy 2.4 - Capital Pool Companies (the "CPC Policy") of the TSXV.
Terms of the Transaction
The proposed business combination would occur by way of an amalgamation, arrangement, take-over bid or other similar form of transaction, which will result in BPGM, and in turn its subsidiaries, at the applicable time (or successor corporation, as the case may be) becoming a wholly-owned subsidiary of Jabbo or otherwise combining its corporate existence with that of Jabbo (the "Transaction"). Jabbo, after completion of the Transaction, is referred to herein as the "Resulting Issuer".
Pursuant to the terms and conditions of the LOI, Jabbo and BPGM will negotiate and enter into a definitive agreement (the "Definitive Agreement") incorporating the principal terms of the Transaction as described in the LOI and this press release. There is no assurance that a Definitive Agreement will be successfully negotiated or entered into.
The LOI was negotiated at arm's length. The terms and conditions outlined in the LOI are non-binding on
the parties and the LOI is expected to be superseded by the Definitive Agreement to be negotiated between
the parties. Pursuant to the Transaction, all of the existing Common Shares of Jabbo ("Jabbo Shares") will be consolidated on the basis of one post-consolidated Common Share for each 2 currently existing Common Shares issued and outstanding.
Concurrent Financing
The parties currently contemplate that BPGM will complete a private placement of securities through the issuance of subscription receipts by BPGM and/or Jabbo (the "Concurrent Financing"). It is intended that the Concurrent Financing would close prior to the closing of the Transaction. Further disclosure will be provided upon the successful negotiation. There is no assurance that such negotiations will be concluded successfully.
Management of the Resulting Issuer
As a result of the Transaction, the Resulting Issuer will indirectly carry on the business of BPGM and will change the Resulting Issuer's name to "BPG Metals Corp." or such other name as determined by BPGM and as may be accepted by the TSXV and any other relevant regulatory authorities.
If the Transaction is completed, it is expected that the board of directors of the Resulting Issuer on closing will be comprised of suitable nominees, each of whom will be appointed by BPGM. At the closing of the Transaction, the current directors of Jabbo will resign and be replaced by the nominees of BPGM, in accordance with corporate law and with the approval of the TSXV.
Conditions Precedent
Completion of the Transaction is subject to a number of conditions including, but not limited to:
- satisfactory completion of due diligence;
- execution of the Definitive Agreement;
- completion of the Concurrent Financing;
- receipt of all director, shareholder (if necessary) and requisite regulatory approvals, including the acceptance of the TSXV; and
- preparation and filing of a management information circular or filing statement outlining the definitive terms of the Transaction and describing the business to be conducted by the Resulting Issuer following completion of the Transaction, in accordance with the policies of the TSXV.
Special Meeting of Jabbo Shareholders
The Transaction would be carried out by parties dealing at arm's length to one another and therefore would not be considered a "Non-Arm's Length Qualifying Transaction" as such term is defined in the CPC Policy. As a result, a special meeting of the shareholders of Jabbo is not required by the TSXV to approve the Transaction. However, the structure of the Transaction has not yet been finalized so shareholder approval under corporate law may be required in certain circumstances.
Sponsorship
Jabbo intends to make an application for exemption from the sponsorship requirements of the TSXV in connection with the Transaction; however, there is no assurance that the TSXV will exempt Jabbo from all or part of the applicable sponsorship requirements.
Trading Halt
Trading in the Jabbo shares has been halted and is not expected to resume trading until completion of the Transaction or until the TSXV receives the requisite documentation to resume trading.
Additional Information
Jabbo will provide further details in respect of the Transaction in due course by way of press release in accordance with the requirements of TSXV Policy 2.4 - Capital Pool Companies. However, Jabbo will make available to the TSXV all information, including financial information, as required by the TSXV and will provide, in a press release to be disseminated at a later date, required disclosure.
All information contained in this press release with respect to Jabbo and BPGM was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
Completion of the Transaction is subject to a number of conditions, including but not limited to, acceptance of the TSXV and if applicable pursuant to the requirements of the TSXV, majority of the minority approval. Where applicable, 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 management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information contact:
Jabbo Capital Corp.
Brian Bayley
Fax: (604) 681-4692
E-mail: bayley@earlston.ca
BPG Metals Corp.
Alex Penha
E-Mail: alex.penha@bpgmetals.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Notice on Forward Looking Information
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable securities laws. Any statements that are contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as "may", "should", "anticipate", :would", "will", "estimates", "believes", "intends" "expects" and similar expressions which are intended to identify forward-looking statements. More particularly and without limitation, this press release contains forward looking statements concerning the Transaction, the Concurrent Financings, the expected composition of the board of directors of the Resulting Issuer, the completion and timing of the application to the TSXV in respect of the Transaction, the proposed structure by which the Transaction is to be completed, the ability of Jabbo and BPGM to meet the conditions of the Transaction in the required timeframes, obtaining the necessary exemptions and approvals from the TSXV or other regulatory bodies, including the business, name and function of the Resulting Issuer and certain financial information and forecasts. Jabbo cautions that all forward-looking statements are inherently uncertain, and that actual performance may be affected by a number of material factors, assumptions and expectations, many of which are beyond the control of Jabbo and BPGM, including expectations and assumptions concerning Jabbo, BPGM, the Resulting Issuer, the Transaction, the negotiation of the Definitive Agreement on satisfactory terms, the timely receipt of all required shareholder, court and regulatory approvals (as applicable), including the acceptance of the TSXV, the satisfaction of other closing conditions in accordance with the terms of the Definitive Agreement, as well as other risks and uncertainties, including those described in Jabbo's final prospectus dated November 2, 2020 filed with the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission and available on SEDAR at www.sedar.com. The reader is cautioned that assumptions used in the preparation of any forward-looking statements may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted as a result of numerous known and unknown risks, uncertainties and other factors, many of which are beyond the control of Jabbo. The reader is cautioned not to place undue reliance on any forward-looking statements. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement.
The forward-looking statements contained in this press release are made as of the date of this press release, and Jabbo does not undertake any obligation to update publicly or to revise any of the included forward looking statements, whether as a result of new information, future events or otherwise, except as expressly required by securities law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction.
Not for distribution to United States 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.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/111590
