|By Marketwired .||
|May 1, 2014 09:42 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 05/01/14 -- Bonaparte Resources Inc. (TSX VENTURE: BON) ("Bonaparte" or the "Company") is pleased to announce that further to its news release of February 13, 2014, it has signed a definitive purchase agreement for the acquisition of the Black Ice "ERA and GCD source code and risk analysis software. In addition, the Company has entered into a Consulting Agreement for the provision of management and CEO services by Mr. Mac Kalyan and an Employment Agreement with Ms. Judy Buker Kalyan for the position of Chief Information Officer, both to be effective on closing of the reverse takeover. Under terms of the purchase agreement, Bonaparte will issue 41,000,000 common shares to the sellers of the intellectual property, and issue 2,000,000 shares to a third party. This constitutes a reverse merger, as approximately 70% of the issued shares of Bonaparte will have been issued in connection with this acquisition (the "Transaction").
The Company will be submitting a listing application to the Canadian Securities Exchange ("CSE") for listing of its securities and apply to de-list from the TSX-V upon receiving approval from the CSE. The Company has received written approval from shareholders of over 50% of its currently outstanding shares to the reverse takeover transaction, and therefore the Company will not be calling a shareholder meeting to consider this transaction. The Company has received consent for the transaction from shareholders owning 9,517,662 shares of the Company's 14,113,987 issued shares. Closing is expected to occur as soon as the Company de-lists from the TSX Venture Exchange.
As a condition of closing, Mr. Mike England and Dr. Tom McCandless will be resigning from the Board of Bonaparte and Mr. Mac Kalyan, Ms. Judy Kalyan and Mr. David Taylor will join Mr. Robert Jamieson and Mr. Randy Saunders on the Board. Mr. Saunders will be stepping down as CEO but stay on as an independent director.
The Company has also accepted subscriptions for a $600,000 unit offering at $0.15 per unit, with each unit comprised of one common share and one share purchase warrant, each warrant exerciseable at a price of $0.30 for 2 years from issuance. The financing is a condition of closing as well as borrowing and advancing $100,000 to Mr. Mac Kalyan and his company Black Ice Partners Ltd. for short term working capital, which has also been completed.
Trading of Bonaparte shares on the TSX-V remains halted and is not expected to resume, as the Company intends to delist from the TSX Venture Exchange and apply for a listing on the CSE.
Completion of the Transaction is subject to a number of conditions, including listing of the Company's shares on the CSE, among other conditions. The transaction cannot close until the required conditions are fulfilled. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed by the Company in its SEDAR filings, any information released or received with respect to the RTO may not be accurate or complete and should not be relied upon.
Trading in the securities of Bonaparte should be considered highly speculative. There is no assurance that the Company can complete any of intended actions contemplated in this press release.
Bonaparte Resources Inc.
T. Randall Saunders, CEO
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.
Bonaparte Resources Inc.
T. Randall Saunders