MONTREAL, April 2, 2012 /CNW Telbec/ - Bitumen Capital Inc.
("Bitumen") has entered into a letter of intent dated March 16,
2012, for the arm's-length acquisition of 100% of the common shares
of Monte Gordo SA and Fortim Mindelo SA and Salute LDA t/a Cape
Verde Development, (referred to collectively as the "CVD
Group"), companies incorporated under laws of Cape Verde and
Portugal respectively . Pursuant to the terms of the letter of
intent, and subject to completion of satisfactory due diligence and
receipt of all necessary regulatory and exchange approvals, the
proposed acquisition of the CVD Group will qualify as Bitumen's
"Qualifying Transaction" as defined in Policy 2.4 of the TSX
Venture Exchange (the "Exchange"). About Bitumen Capital Inc.
Bitumen, a capital pool company within the meaning of the policies
of the Exchange, was incorporated on March 17, 2006 and was listed
on the Exchange on March 13, 2007. Bitumen does not have any
operations and has no assets other than cash. Bitumen's business is
to identify and evaluate businesses and assets with a view to
completing a qualifying transaction under the policies of the
Exchange. Completion of the transaction is subject to a number of
conditions, including but not limited to, Exchange acceptance and
if applicable pursuant to Exchange Requirements, majority of the
minority shareholder approval. Where applicable, the transaction
cannot close until the required shareholder approvals are obtained.
There can be no assurance that the transaction will be completed as
proposed or at all. About The CVD Group The CVD Group was
established in 2005 and is one of the first resort development
companies in Cape Verde with a focus on high-end resort and
property development. Monte Gordo SA is the developer of a mixed
hotel and residential site on the Island of San Nicolau, Cape
Verde, which will be managed by Extreme Hotels Worldwide Limited.
This development will consist of a 108 bed hotel and 128
apartments. The Extreme Hotels management team includes some of the
most knowledgeable hotel industry professionals. The many decades
of combined experience of this senior team was gained in a broad
range of positions including directorships at leading accountancy
and consultancy firms, construction, design and hotel management
positions with major international hotel groups in over 30
countries. Fortim Mindelo SA is the developer of a mixed hotel,
residential and casino site on the island of Sao Vicente, Cape
Verde, which will be managed by Nikki Beach Hotels and Resorts. The
128 bed hotel will be operated under the "Casa" Nikki Brand. Cape
Verde Development SA is the developer of a project known as "The
Boathouse" located in Baia Das Gata, on the island of Sao Vicente,
which consists of a gated development of 11 villas with their own
private pool and parking. About Cape Verde The Republic of
Cape Verde, is an island country, spanning an archipelago of 10
islands located 1,500 km south of the Canary Islands. The
population of Cape Verde is approximately 500,000 and the official
language is Portuguese. With a tropical climate, average
temperature of 28 degrees, the country is beginning to be known as
"The Caribbean of Europe". Cape Verde was listed 3rd in BBC's
'Lonely Planet 2011' top destination guide. The country has no
tropical diseases and is free of hurricanes. There are four
international airports on Sal, Santiago, Boa Vista and Mindelo, Sao
Vicente Island. In addition there are inter- island flights and
fast ferry connections. The international airports already
receive flights from London (5.5 hrs.),
Birmingham, Manchester, Bristol, Glasgow, East
Midlands, Paris, Oslo, Copenhagen, Stockholm, Amsterdam, Madrid,
Munich, Prague, Las Palmas, Rome, Bergamo, Helsinki,
Luxemburg, Warsaw, Moscow, Frankfurt, Brussels and Barcelona, as
well as Boston, Havana, Brazil and several counties on the West
Coast of Africa. A "privileged-partnership" was signed with the EU
in 2010. The archipelago won the Millennium Challenge Account Award
on two occasions. The Cape Verde islands have beautiful beaches, as
well as having engaging local people. Tourists and leisure seekers
from across Europe and the world are coming to the country in
larger numbers. About the proposed transaction Bitumen and the CVD
Group have agreed to combine their businesses by means of an
amalgamation. The amalgamation will effectively provide for the
acquisition of all of the outstanding equity interests of the CVD
Group by Bitumen in a transaction in which the shareholders of the
CVD Group will receive shares of Bitumen. As a result of the
amalgamation Bitumen will become the sole beneficial owner of all
of the outstanding shares of the amalgamated corporation. The
amalgamation will result in Bitumen issuing to CVD Group an
aggregate of 56,520,000 common shares. As at the date hereof,
Bitumen has 13,150,000 common shares outstanding and convertible
securities (options) exercisable for 1,349,999 Bitumen shares at an
exercise price of $0.20 per common share. Closing of the Qualifying
Transaction will be conditional upon the completion of a concurrent
majority arm's length private placement of securities for gross
proceeds of a minimum of $15,000,000 and a maximum of $20,000,000
(the "Concurrent Financing"), whereby the number of Bitumen common
shares to be issued (exclusive of warrants) will represent
approximately 36% of the issued and outstanding Bitumen shares upon
completion of the Qualifying Transaction Following completion of
the Qualifying Transaction and assuming that the maximum Concurrent
Financing is achieved, the former shareholders of CVD Group will
own approximately 51.61% of the Bitumen shares, current
shareholders of Bitumen will hold approximately 12% of the Bitumen
shares, and subscribers in the Concurrent Financing will hold
approximately 36.39 %. Accordingly, the amalgamation will
constitute a reverse takeover of Bitumen. Two new "Control Persons"
of Bitumen will be created as a result of the Qualifying
Transaction, namely Mr. Niall Fleming, a resident of Sintra,
Portugal and ACL Malta Ltd, a corporation registered in Malta,
which holds the shares in the capacity of Trustee of a
Discretionary Trust, the beneficiaries of which include the family
of Mr. Tom Sheehy, who will control directly approximately 25
million shares each, representing approximately 23% of the issued
and outstanding Bitumen shares each. The amalgamation is an
arm's-length transaction and therefore is not a related-party
transaction. As a result, no meeting of Bitumen shareholders is
contemplated as a condition to completion of the amalgamation. All
parties have agreed to use their good faith efforts to complete and
be in a position to execute a definitive agreement relating to the
amalgamation on or before April 30, 2012 (or such other date as may
be mutually agreed to by Bitumen and CVD Group). The net proceeds
from the private placement will be used to complete the build out
of the Extreme Hotel, for advancing the Fortim site preparation and
for general working capital. Completion of the amalgamation is
conditional upon all necessary regulatory approvals, including the
approval of the Exchange, closing of the Concurrent Financing and
other conditions which are typical for a business combination
transaction of this type. Subject to prior Exchange approval and to
conditions contained in the Exchange's policies, Bitumen will
advance to the CVD Group a bridge loan of up to $250,000 Canadian
Dollars, upon the execution of a collateral mortgage on one of the
mutually agreeable assets. Proposed management The proposed
management of Bitumen following the completion of the amalgamation
will include: Richard T. Groome (Director and Chairman) Mr. Groome
is presently the Chairman of the Board of Bitumen. Mr. Groome has
extensive experience in business ventures worldwide. Richard
T. Groome is Managing Partner of Notre-Dame Capital Inc.
("NDC"). His expertise stems from financing small and
mid-size emerging growth companies. Prior to NDC, Richard
started Groome Capital, and created Canada's leading underwriter of
IPO's, Private Placements and Secondary offerings on the Internet.
The firm was sold to Desjardins Securities in 2001. Mr. Groome
joined a new and vibrant executive team with a very aggressive plan
to grow Desjardins Securities into the top 10 securities firms in
the country. In the year 2005, this was accomplished and Mr. Groome
left Desjardins (Canada's seventh largest financial institution) to
set up what is now Notre-Dame Capital. Richard has been in the
financial industry for more than 25 years at such firms as Groome
Capital, Marleau Lemire Securities, Sprott Securities and Levesque
Beaubien Geoffrion. Mr. Groome was a director of the CDNX Exchange,
the predecessor of the TSX Venture Exchange for several years and
currently sits on the boards of directors of several private and
public companies. He has a BA in Economics from McGill
University. Mr. Groome has actively managed or participated
in over 400 financings representing some $4 billion of small cap
financings. Mr. Groome is very active in several non-profit,
charitable organizations specializing in helping underprivileged
children and a member of Canada Company, a registered charity
focusing on making sure Canadians, who serve or wish to serve in
the Canadian Forces and Reserves, and their families receive the
widest possible support, recognition and care they deserve. Tom
Sheehy (President and Director) Mr. Sheehy is currently the
president of Monte Gordo SA, Fortim Mindelo SA and Cape Verde
Development SA. Having a strong amount of relationships and being
well connected in Cape Verde. Mr. Sheehy is an experienced
businessman and has served as a director and chairman in a wide
variety of private companies. The experience gained in his early
career as a manager at Dunnes Stores department store Ireland
helped him to expand, as a director, his family furniture and
hardware business Tom Sheehy & Co Ltd., Cork into a leading
provider for the area. Mr. Sheehy was also a Director for National
Hardware Ltd a large Irish independent buying group and Chairman of
Symbol group ARRO who have over 100 hardware stores through
Ireland. In addition Mr. Sheehy was the founder of Irish
Mobiles.com, Ireland's first mobile phone internet business. In
2004 Mr. Sheehy founded Cape Verde Development and he has been to
the forefront of the expansion of Cape Verde on the international
map as a recognised tourist and residential destination. He is
involved in many award winning developments in Cape Verde Neil
Walker (Chief Financial Officer) With over 25 years of experience,
including at the CFO and director level of various companies in
Europe, Mr. Walker provides public companies and reporting issuers
with the necessary support to meet the increasing demand of the
regulators. In addition, Mr. Walker provides assistance in
developing financial projections and business plans for
entrepreneurs seeking the support of a strong financial executive
with extensive public company experience, as well as turnaround and
operational experience on an as needed basis. Mr. Walker's approach
has always been to merge his management and property finance
expertise with that of his financial accounting knowledge to help
clients meet their goals and supply the services they require. Mr.
Walker's expertise spans the following industries: asset-based
lending, distribution, financial services, manufacturing,
technology and construction, with projects that have led him to a
number of continents. Mr. Walker is ACA registered with the
Institute of Chartered Accountants in England and Wales since 1991,
and Revisor Oficial de Contas (Portuguese Statutory Auditor)
registered with the Ordem dos Revisores Oficais de Contas (no 899)
since 1995. Mr. Walker resides in Lisbon, Portugal. Niall Fleming
(Director) Niall has served as a director on a number of companies,
with considerable experience in banking and finance in different
business sectors. He has worked in the Irish banking industry for
11 years and started his career with AIB Bank. While working with
AIB Bank he spent a number of years on secondment with AIB Finance
and Leasing. He has experience in commercial lending having been
responsible for a lending Portfolio which included Agriculture,
Corporate and Commercial. He was also a shareholder, Director and
CFO of a large private company, involved in the motor industry. He
spent some time as a Business Development Manager with Ulster Bank
Ireland, a member of The Royal Bank of Scotland Group. After
building up a personal property portfolio, he joined Mr Sheehy as a
business partner in Cape Verde Development. He studied at The
School of Commerce in Limerick and while employed by AIB Bank he
also completed levels in a Financial Services Degree and was a
member of The Institute of Bankers of Ireland. Nikolas Perrault
(Director) Mr. Perrault is a Chartered Financial Analyst who has
spent the first 15 years of his career working as an investment
executive with some of Canada's largest institutions, including
National Bank, Merrill-Lynch, CIBC and Scotia Capital. He is
President, CEO and Director of Colt Resources Inc., a
Canadian-based junior exploration company engaged in the acquiring,
exploring and developing mineral properties with an emphasis on
gold and tungsten. His focus throughout his career has been on
small cap resource companies. His work has focused on small
companies in the energy and resource sectors in Canada and abroad,
which has allowed him to develop an extensive international
network. In May 2007, he founded a management consulting company
providing strategic advice to early stage energy and resource
companies. Mr. Perrault is also a director of TSX listed Calvalley
Petroleum Inc., as well as a director of Bitumen. He is a
member of the Advisory Board of Quantitative Alpha Trading. Mr.
Perrault is President of Twilight Capital Inc., which is registered
as an exempt market dealer in Ontario. Mr. Perrault holds a
Bachelor of Commerce and obtained his Chartered Financial Analyst
designation in 1997. David Johnson (Director) Mr. Johnson is the
Chief Legal Officer and a Director of Colt Resources (TSX-V.GTP),
an exploration company holding gold and tungsten concessions in
Portugal. He is also an attorney and trade-mark agent with his own
law firm based in Montreal, Quebec, Canada. Mr. Johnson specializes
in corporate law, commercial transactions and intellectual
property. In addition to mining and exploration, he has also
practised across several industries including, software, energy,
real estate, manufacturing, clean tech, transportation and
entertainment in Canada, France, Portugal, Germany, Albania, the
United States of America and Israel. Mr. Johnson has several years'
experience at the senior management level in a variety of companies
and not for profit organizations. He is presently a director of
Genoil Inc. , formerly the Corporate Secretary of Sofame Inc.
(TSX-V.SOF) and a director and the Secretary-Treasurer of the
International Law Association, Canadian Branch, a registered
charity. Mr. Johnson holds a Bachelor of Arts (Hons.) from Queen's
University, a Master of Urban Planning, Bachelor of Common Law
(LL.B.) and a Bachelor of Civil Law (B.C.L.) from McGill
University. He has completed the International Executive Program
for Mining Leadership at the School of Business, Queen's University
and the Canadian Securities Course at the Canadian Securities
Institute. He is also currently enrolled in the Directors'
Education Program at the Rotman School of Management, University of
Toronto. In addition to the foregoing, one or more additional
directors may be appointed in compliance with the policies of the
exchange. Sponsorship of Qualifying Transaction Bitumen intends to
make application to the exchange that the qualifying transaction
should be exempt from sponsorship requirements in accordance with
Policy 2.2 of the exchange. However, there can be no assurance that
Bitumen will obtain such exemption. General Trading of the common
shares of Bitumen will remain halted after the dissemination of
this press release, and will recommence at such time as the
Exchange may determine, having regard to the completion of certain
requirements pursuant to Exchange Policy 2.4. Further details
of the proposed transaction, including the consideration to be paid
and the structure of the Concurrent Financing , will be described
in future press releases. The information in this press release
related to CVD Group, its business and the proposed management of
Bitumen following the completion of the amalgamation was provided
to Bitumen by CVD Group. Completion of the transaction is subject
to a number of conditions, including but not limited to, exchange
acceptance and, if applicable pursuant to exchange requirements,
majority of the minority shareholder 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. The information in this news release
includes certain information and statements about management's view
of future events, expectations, plans and prospects that constitute
forward looking statements. These statements are based upon
assumptions that are subject to significant risks and
uncertainties. Because of these risks and uncertainties and as a
result of a variety of factors, the actual results, expectations,
achievements or performance may differ materially from those
anticipated and indicated by these forward looking statements.
Although Bitumen believes that the expectations reflected in
forward looking statements are reasonable, it can give no
assurances that the expectations of any forward looking statements
will prove to be correct. Except as required by law or by the rules
of the Exchange, Bitumen disclaims any intention and assumes no
obligation to update or revise any forward looking statements to
reflect actual results, whether as a result of new information,
future events, changes in assumptions, changes in factors affecting
such forward looking statements or otherwise. 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.
BITUMEN CAPITAL INC. CONTACT: Richard T. GroomeChief Executive
OfficerBitumen Capital Inc.Tel: 514-907-4989 ext 774Email:
info@notredamecapital.comMr. Tom SheehyPresident and CEOCape Verde
DevelopmentEmail: tom@capeverdedevelopment.com
Copyright
(TSXV:BTM.H)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
(TSXV:BTM.H)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024