Bravo Venture Group Inc.

Bravo Venture Group Inc.

December 17, 2009 11:38 ET

Bravo Venture Group Announces Record Date for Bravada Spin-Out

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 17, 2009) - Bravo Venture Group Inc., ("BVG") (TSX VENTURE:BVG)(FRANKFURT:B6I) announced today that it has established December 31,2009 as the record date for shareholder eligibility relating to the previously announced (NR-23-09) spin-out of Bravo's Nevada assets currently held by its operating subsidiary Bravo Alaska Inc. into a new company, "Bravada Gold Corporation" ("Bravada") Subject to the approval of Bravo shareholders at the Annual General and Special Meeting which is scheduled for February 9,2010, Bravo shareholders will receive a distribution of one new share of Bravada for each ten shares of Bravo Venture Group held at December 31,2009.

Under the Arrangement:

(a) The authorized capital of BVG will be amended by redesignating the issued and outstanding BVG common Shares as Class B Shares to which shall be attached a preferential right with respect to the payment of dividends; the authorized share structure of BVG shall be amended by the creation of an unlimited number of Class A shares to which no preferential rights shall be attached;

(b) BVG will transfer all the issued and outstanding shares of its wholly owned subsidiary, Bravo Alaska Inc. to Bravada and in consideration therefore Bravada will issue to BVG that number of Bravada common shares as is equal to 1/6th of the issued and outstanding shares of BVG on the Record Date (the "Transfer Consideration");

(c) Each holder of an issued Class B share of BVG will exchange such share for one Class A BVG share and one Bravada common share (being a portion of the Transfer Consideration) for each 10 Class B shares of BVG held by such holder; the Class B shares will be cancelled; and the authorized share capital of BVG will be further amended by redesignating the Class A shares as common shares and for each amendment to the capital of BVG the Notice of Articles will be amended accordingly.

The effect of the Arrangement will be:

  • The shares of Bravo Alaska Inc. will be held by Bravada rather than by BVG and BVG shareholders will remain as shareholders of BVG having the same number of common shares of BVG as before the Arrangement and, in addition, will have one fully paid common share of Bravada for each 10 common shares of BVG held by such shareholder. The proportion of the Transfer Consideration not distributed to the BVG shareholders as outlined above will be held by BVG as an asset. The effective date for the determination of the Transfer Consideration and the distribution outlined above will be the Record Date. It is not proposed to issue any fractional shares nor pay any cash in lieu, with any fractions resulting being rounded to the nearest whole number.
  • As a result of the transaction Bravada will have approximately 25,047,919 shares outstanding (subject to any increase resulting from further possible share issuances by BVG as a result of warrant exercises prior to the Record Date) of which 44% or approximately 10,919,168 will be held by Bravo and 56% or approximately 14,128,752 shares will be held by the shareholders of Bravo.
  • Bravada will be seeking to list its common shares on the TSX Venture Exchange with the initial Board of Directors of Bravada being essentially the same as the Board of Directors of BVG. The initial $1.5 million in working capital for operating/listing cash requirements of Bravada will be funded by the purchase by BVG of shares of Bravada.
  • Continued exploration and development work on Bravada's 12 mineral properties in Nevada will be funded by Bravada.
  • Continued exploration and development work on BVG's Homestake Ridge property in British Columbia will continue to be funded by BVG.
  • Current Bravo warrant holders who exercise their warrants prior to December 31, 2009 and become Bravo shareholders will receive shares of Bravada as set out herein.

In other corporate news, Bravo also reported it has granted 700,000 incentive stock options to directors, officers, employees and consultants, each exercisable at $0.45 per share for a period of five years.

The granting of the stock options is subject to regulatory approval.

On behalf of the Board of Directors

Joseph A. Kizis Jr., Director, President, Bravo Venture Group Inc.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of the contents of this news release, which has been prepared by management. We seek safe harbor.

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