Toronto, Ontario--(Newsfile Corp. - June 26, 2019) - 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 takeover" 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 number 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 than $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 such 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 details 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.
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 shareholders 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.
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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" and 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 Company 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.
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