Mr. Chris Cooper reports
BULLION GOLD ENTERS INTO BINDING LETTER OF INTENT WITH VERTICAL DESIGNS (B.C.) LTD. FOR A PROPOSED REVERSE TAKEOVER
Bullion Gold Resources Corp. has entered into a binding letter of intent, effective July 8, 2020, which sets out the basis terms for the acquisition by the company of Vertical Designs Ltd. in exchange for common shares in the capital of the company. The transaction is expected to be via a business combination or other similarly structured transaction, which will constitute a reverse takeover under the rules and policies of the TSX Venture Exchange. Upon completion of the transaction, the company's business will be that of Vertical Designs.
About Vertical Designs Ltd.
Vertical Designs is an arm's-length, British Columbia-based, private company that operates in the progressive vertical farming arena using patented vertical farming technology designed by Affinor Growers Inc. The technology allows Vertical Designs to produce top-quality, boutique-packaged, pesticide-free herbs, fruits and vegetables that can be grown year-round without the threat of seasonal changes or extreme weather conditions. Vertical Designs strives to meet the demands of North America's largest retailers.
Vertical Designs' primary assets include: (i) a greenhouse lease, with all leaseholds installed ready to produce; (ii) Affinor Growers licence for the city of Abbottsford; (iii) software and PLC hardware for automation; (iv) 16 vertical towers; (v) designed soil composites; (vi) trademark and copyright label of Eco Spirit design; (vii) letters of intent for sales to be bid on by one of Canada's largest retailers and a well-known distributor/wholesaler; and (viii) cash of no less than $500,000.
About Bullion Gold Resources Corp.
The company exists under the laws of British Columbia and is a reporting issuer in British Columbia and Alberta. The company was previously involved in the identification, exploration and development of viable mineral properties in British Columbia, but has since elected to undergo a change of business.
The company and Vertical Designs have entered into a letter of intent, which sets out the basic terms and conditions pursuant to which the proposed transaction will be completed. The transaction is subject to the parties successfully entering into a definitive agreement, which will contain customary terms and conditions for transactions similar to the transaction. The letter of intent contemplates other material conditions precedent to closing of the transaction, including customary due diligence as well as the approvals of the company's board of directors and the TSX-V.
It is anticipated that closing will involve, among other things, the following steps, which may be amended if the parties mutually agree that such form would better satisfy their objective (including, but not limited to, tax efficiency to the parties):
- Receipt of shareholder and director approval;
Receipt of all regulatory approvals relating to the transaction, including, but without limitation to, the approval of the TSX-V;
The shareholders of Vertical will each receive one common share in the capital of the company, with a deemed value of five cents, in exchange for each common share in the capital of Vertical Designs for a total of up to 40 million consideration shares;
Each of the parties shall have executed, delivered and performed their respective covenants, as outlined in the definitive agreement, and all representations and warranties of each party contained in the definitive agreement shall be true and correct at the time of closing.
The company may also undertake a financing, on terms mutually agreed to by the company and Vertical Designs, to meet the TSX-V's listing requirements. If the company undertakes a concurrent financing, further details will be provided in a subsequent press release.
Summary of proposed directors and officers
It is currently anticipated that, following closing, the company's board of directors and management will consist of the current directors and officers of the company:
Chris Cooper, director, chief executive officer;
Randy Minhas, chief financial officer;
Dennis Marsden, director;
Peter Ball, director;
Jeff Sopatyk, director.
Mr. Cooper has over 20 years of extensive business experience in all facets of corporate development, senior management, finance and operations, both in the private and public sectors. His experience includes: spearheading growth strategies, financial reporting, and quarterly and annual budgets; overseeing corporate administration; achieving company objectives; and maintaining internal cost controls. Mr. Cooper has held a director position in several private and public companies over the past 20 years. He received his bachelor of business administration degree from Hofstra University and his master of business administration degree from Dowling College in New York.
Mr. Minhas is a chartered professional accountant and a chartered director with extensive finance experience in the technology, manufacturing and resource industries. Mr. Minhas has served as director, chief financial officer and controller for several publicly traded companies since 2011, focusing on: forecasting; business development; development of internal controls; and complete financial reporting services. Mr. Minhas currently serves as the lead independent director and audit committee chair of Clean Seed Capital Corp., a publicly listed entity in the agriculture industry. In addition, Mr. Minhas currently serves as an executive at several publicly traded companies, including president and chief executive officer of Affinor Growers.
Mr. Marsden brings a 30-year history of finance, business development, governance and human resources, including oversight of operations with over $4-billion in assets. As president of Clean Air Organics Ltd., Mr. Marsden is leading his team with an industry-leading, odourless green waste management system that converts green waste to a Grade A soil amendment product within three weeks. As the principal of True North Business Consultation Ltd., Mr. Marsden provides strategic and operational services to a variety of companies. In his capacity as an elected official in the city of Coquitlam in the Metro Vancouver region, he maintains a board position on the performance and audit committee for the regional district, with oversight on annual operating budgets in excess of $800-million as well as the five-year capital project budget of $4-billion. He has served: as chair of the economic development advisory committee; as co-chair of the Tri Cities healthier community committee; on the Fraser Health/North Fraser municipal group; and on the tax role review committee. Mr. Marsden's past board experience includes serving as chair of Kwikwetlem First Nation Enterprises in 2016 and serving as a director of the British Columbia Chamber of Commerce -- representing over 5,500 businesses. He also served as chairman of the board of the Tri Cites Chamber of Commerce and as the treasurer of the Eagle Ridge Hospital Foundation from 2006 to 2013.
Mr. Ball brings over 30 years of experience as a mining professional at all levels of leadership. Throughout Mr. Ball's career, he has held various senior management roles with international precious-metal-mining companies in corporate finance, securities trading, mine engineering, business development, corporate communications, public relations and marketing functions throughout North America, South America, Asia and Europe. Mr. Ball began his career in the late 1980s, working as a mining engineer and a technical representative and in various management and senior executive roles for numerous companies, including: Redstar Gold; Columbus Gold; Hudson Bay Mining & Smelting; Echo Bay Mines Ltd.; RBC Dominion Securities; and Eldorado Gold Corp. Mr. Ball is a graduate of the Haileybury School of Mines, Georgian Business College and the University of British Columbia's Canadian Securities Course, and is a member of the Canadian Institute of Mining, Metallurgy and Petroleum, and a director of Searchlight Resources Inc. and Bullion Gold Resources.
For the past 37 years, Mr. Sopatyk has been farming in the Saskatoon, Sask., area. Mr. Sopatyk has a diploma in agriculture from the University of Saskatchewan. Twenty-five years ago, he established a commercial seed-growing business as a pedigree and select-status seed grower. Mr. Sopatyk has been growing a wide array of seed crops, including wheat, canola, barley, lentils, peas, hemp and fava beans, on his 7,000-acre farm and has co-operated with several researchers from the University of Saskatchewan over the years, focusing on: farm research; environmental issues; germ plasm trials; inoculants; fertilizers; and plant-breeding programs. Mr. Sopatyk has served as a director of the Saskatchewan Pulse Growers Association as well as a director of Pulse Canada for several years and believes that the sustainability of agriculture is crucial, with the world population expecting to rise dramatically.
On closing of the transaction, it is contemplated that Mr. Brusatore will become an insider by virtue of his shareholdings in the company.
Mr. Brusatore is known globally as a top designer and leader in vertical farming technology. He was the chairman of the applied research committee of the British Columbia Institute of Technology for several years and was nominated for the agriculture award of excellence for Canada in 2012. Mr. Brusatore is an authority in growing technologies. He was a keynote speaker at the International Conference on Marijuana in New York and head moderator at a similar event in San Francisco. He often sits on discussion panels as an expert in this industry. Mr. Brusatore is the original designer of Terrasphere Systems, which started in 2001, and he is currently the major shareholder and designer of Vertical Designs, which started in 2010. Mr. Brusatore brings over 14 years of experience in agriculture designs and plant physiology and expertise in the manipulation of metabolic pathways to achieve organic chemistry. Mr. Brusatore has also worked in the biotechnology sector, growing transgenic tobacco for a large pharmaceutical giant as well as transgenic safflower to create insulin for medical use.
Additional directors and officers, as mutually agreed to by the company and Vertical Designs, may be appointed. The details with regard to the appointment of additional directors or officers, if any, will be provided in a subsequent press release.
The proposed transaction is subject to the sponsorship requirements of the TSX-V, unless a waiver or exemption from the sponsorship requirement is available. If required, a sponsor will be identified at a later date and will be announced in a subsequent press release of the company. An agreement to sponsor should not be construed as an assurance with respect to the merits of the transaction or the likelihood of completion of the transaction.
Trading in company shares
Trading in the company's shares has been halted, in compliance with the policies of the TSX-V. Trading in the company's shares will remain halted pending the review of the proposed transaction and satisfaction of the conditions of the TSX-V for resumption of trading. It is unlikely that trading in the shares of the company will resume prior to closing.
Disclosure and caution
Further details about the proposed transaction and the resulting issuer will be provided in a comprehensive press release when the parties enter into a definitive agreement and in the disclosure document to be prepared and filed in respect of the transaction. Investors are cautioned that, except as disclosed in the disclosure document, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon.
All information provided in this press release relating to Vertical Desigsn has been provided by management of Vertical Designs and has not been independently verified by management of the company. As of the date of this press release, the company has not completed a definitive agreement with Vertical Designs, and readers are cautioned that there can be no assurances that a definitive agreement will be executed or that the transaction will be completed.
Completion of the proposed transaction is subject to a number of conditions, including TSX-V acceptance and disinterested shareholder approval. 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 disclosure document to be prepared in connection with the transaction, any information released or received with respect to the acquisition may not be accurate or complete and should not be relied upon. Trading in securities of the company should be considered highly speculative.
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