Bullman Ventures Inc.

October 26, 2011 19:04 ET

Bullman Signs Letter of Intent for Qualifying Transaction

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Oct. 26, 2011) - Bullman Ventures Inc. (TSX VENTURE:BUL.P) (the "Company") announces, further to its news release dated August 25, 2011, that the letter of intent entered into with Beijing Nange Huyang Investment Ltd. dated August 18, 2011 has been terminated effective October 10, 2011.

Following the termination of the letter of intent with Beijing Nange Huyang Investment Ltd., the Company is pleased to announce that it has signed a letter of intent (the "Letter of Intent") with GOBI QAV Co., Ltd. (the "Vendor") effective October 20, 2011 to acquire a 70% interest in the mineral interests covered by Exploration Permit 15079X (the "Exploration Permit") in East Gobi Province Mongolia (the "Interest") in consideration for the issuance of six million common shares of the Company and USD$2,000,000 cash (the "Cash Consideration"). The proposed acquisition of the Interest by the Company is expected to constitute the Company's required Qualifying Transaction. The proposed acquisition is not a Non-Arm's Length Qualifying Transaction as such term is defined in Policy 2.4 of TSX Venture Exchange (the "TSXV").

The property (the "Property") covered by the Exploration Permit is located in the deserts of southern Mongolia. It is approximately 80 km to the town of Zamyn-Uud close to the Chinese border. It is in East Gobi province of Mongolia. The Property covers 108 km2 of land with the coordinates as below:

  1. 110°51′30″ 44°0′0″
  2. 111°00′0″ 44°0′0″
  3. 111°00′0″ 43°54′50″
  4. 110°51′30″ 43°54′50″

It was reported by the owner of the Property that it conducted 11 drill holes on the Property and most of them have hit coal seams. However, the cores are not available - so the company has drilled one hole to test a previous drill hole, which is said to have hit coal seams. The due-diligence drill hole has confirmed the coal seams at depth and the samples have been sent to a qualified lab for analysis. The Company has also signed a contract with a consulting company, Behre Dolbear Group Inc., to complete a technical report in accordance with NI 43-101.

In the Letter of Intent, it provides that the completion of our Company's acquisition of the Interest (the "Acquisition") shall be subject to certain conditions precedent, which will include but are not limited to the following conditions precedent that are for the benefit for both the Company and the Vendor.

(a) receipt of all regulatory approval by regulatory bodies having jurisdiction over this Acquisition, including approval from the TSXV;
(b) the Company's and the Vendor's board of directors approval of the final terms of the Acquisition;
(c) if required by the TSXV, and pursuant to Policy 2.4, approval by the Company's shareholders;
(d) a closing certificate dated as of the closing date of the Acquisition from both the Company and the Vendor, certifying the truth and the accuracy of the representations and warranties included in this LOI and in the definitive agreement (the "Definitive Agreement") to be executed at a later date;
(e) execution of the Definitive Agreement;
(f) from the execution date of the LOI until the closing date of the Acquisition, there shall be no material adverse change to the Interest;
(g) complete some drill holes and verify the existence of coal beds previously presented to satisfy NI43-101 report requirement;
(h) receipt by the Company a satisfactory technical report prepared in accordance with NI 43-101 on the mining area covered by the Exploration Permit;
(i) completion of the due diligence by both the Company and the Vendor, acting reasonably, with respect to matters related to the Acquisition;
(j) delivery of all completed standard documents related to the Acquisition, including but not limited to legal opinion from Canadian and local counsel and certificates of good standing (or equivalent) from governmental and/or regulatory officials;
(k) the absence of any prohibition or regulation preventing the completion of the Acquisition, and the absence of any approved, announced or applicable governmental order that prohibits or restricts the Acquisition or imposes additional any material conditions or restrictions to the Acquisition;
(l) the absence of any regulatory or legal proceedings (applicable to the Company or the Vendor) that will terminate or threaten, so as to order, limit or prohibit any transactions contemplated under this LOI, or order, limit or prohibit the right of the Company or any of its subsidiaries, on a post closing of the Acquisition basis, to operate the Interest in the same manner as the Vendor did before the execution of this LOI, and the absence of any actions, litigation or legal proceedings (if successful) by any governmental bodies or person that may have an substantial adverse effect on the Interest; and
(m) other commercially routine terms and conditions applicable to transactions materially similar to the Acquisition.

Concurrently with the Company's acquisition of the Interest, the Company intends to complete a private placement for gross proceeds of up to $3,500,000 (the "Private Placement"). The proceeds from the Private Placement will be used to pay the Cash Consideration, fund the Company's work program and for general working capital. Securities to be issued pursuant to the Private Placement will be subject to a four month hold period in accordance with applicable securities laws and the policies of the TSXV.

After the completion of the Acquisition and prior to the completion of the Private Placement, GOBI QAV Co., Ltd. will become a Control Person (as the term is defined in the policies of TSXV) of the Company as it will hold 54.35% of the issued and outstanding share capital of the Company.


The Company may be required to obtain a Sponsor for the Qualifying Transaction. If required, the terms of the sponsor's engagement will be negotiated at arm's length.


Bullman Ventures Inc.

Peter Yue – President and Chief Executive Officer

Statements in this press release regarding the Company which are not historical facts are "forward-looking statements" that involve risks and uncertainties, such as the completion of the proposed Transaction. Such information can generally be identified by the use of forwarding-looking wording such as "may", "expect", "estimate", "anticipate", "intend", "believe" and "continue" or the negative thereof or similar variations. Since forward-looking statements address future events and conditions, by their very nature, they involve inherent risks and uncertainties such as the risk that the closing may not occur for any reason.

Actual results in each case could differ materially from those currently anticipated in such statements due to factors such as: (i) the decision to not close the Qualifying Transaction for any reason, including adverse due diligence results and Exchange refusal of the Qualifying Transaction; (ii) adverse market conditions; (iii) refusal of any of the proposed directors and officers to act for any reason, including conflicts of interest; (iv) the reliance on key personnel; (v) the need for additional financing; (vi) fluctuation of prices in and demand for coal products; (vii) environmental impact of the Resulting Issuer's operation; and (viii) change in laws and regulations governing the coal industries. Except as required by law, the Company does not intend to update any changes to such statements.

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 Acquisition and has neither approved nor disapproved the contents of this press release. 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.

Contact Information

  • Bullman Ventures Inc.
    Peter Yue
    President and Chief Executive Officer
    (604) 998-7894