Go Capital I, Inc.
TSX VENTURE : GOC.P

March 29, 2011 15:07 ET

Go Capital I, Inc. Announces Letter of Intent for Qualifying Transaction with Bending Lake Iron Group Limited

TORONTO, ONTARIO--(Marketwire - March 11, 2011) - Go Capital I, Inc. ("GCI") (TSX VENTURE:GOC.P) announces that it has signed a Letter of Intent dated March 10, 2011 (the "Letter of Intent") with Bending Lake Iron Group Limited ("Bending Lake"), an arm's length party, for a potential amalgamation with Bending Lake (the "Amalgamation") subject to due diligence, completion of formal documentation and board, regulatory and shareholder approvals. The Amalgamation is expected to constitute the "Qualifying Transaction" ("QT") of GCI as defined by TSX Venture Exchange policies.

About Bending Lake Iron Group Limited

Bending Lake is a Canadian private company focused on iron exploration in Northwestern Ontario with a view to the commercial development of its magnetite iron deposit at Bending Lake approximately 145 km northwest of Thunder Bay. The property is comprised of 49 patented mining claims and three licenses of occupation covering approximately 9 km2 located along Highway 622 approximately 26 km south of TransCanada Highway #17 and 65 km northwest of Atikokan, Ontario. Bending Lake's vision is to pursue commercial development of the magnetite deposit using responsible economic and environmental principles and employing the best currently available proven technology to produce high-quality, value-added merchant pig iron to all segments of the steel and iron industry from the iron deposit at Bending Lake.

Bending Lake was formed under the Business Corporations Act (Ontario) on July 18, 2008. Bending Lake's head office is located in Thunder Bay, Ontario.

Management

The current members of the management of Bending Lake and their brief biographies are as follows (* denotes a member of the Bending Lake Board of Directors):

Henry Wetelainen*, President and CEO. The Bending Lake project is a culmination of Mr. Wetelainen's life's work. He has brought together a Project Team with the business acumen, leadership and know-how to realize the development of the mine. With more than 25 years building businesses, managing people and working in the Aboriginal political forum he can motivate people, employing proven techniques and realize results.

Jay Mackie*, Vice-President. Mr. Mackie operates a professional consulting firm providing its clients with tailored managerial and technical services in the mining industry. He has more than 45 years experience in iron mining operations, including: mine development and engineering, information management systems, marketing and operations management. His approach involves being environmentally safe and economically accountable through improved technologies and employee incentives.

Mohammed Khan*, Director – Technical Services. Mr. Khan's work on iron ore projects in Northwestern Ontario is widely known. His original geology reports on the Bending Lake property and others remain highly informative, precise and as relevant today as when they were first drafted in the 1970's. He remains a key consultant in the steel industry (raw material, blast furnaces and coke plants) and mining industry (iron ores and coal). He teaches a coke- making course at McMaster University in Hamilton and provides services on quality management, product development, technical support and training for iron ore mines and facilities.

Dawn McKay*, Chief Administrative Officer. Ms. McKay has more than 20 years experience dealing with business and social organizations in support of Aboriginal economic development in Ontario. She has been working with clients to arrange start-up capital, working with federal and provincial governments to advocate, lobby and facilitate initiatives. She has developed successful initiatives for projects in energy, forestry, commercial fishing, telecommunications and other industries.

Michael McGuire, Advisor, Aboriginal Relations. Mr. McGuire is an entrepreneur, Aboriginal activist and traditional healer. He owns and operates Michael McGuire Consulting, an Aboriginal Liaison Consulting firm in Thunder Bay. The business provides input, advice and consultation services to others in the fields of traditional knowledge, socio-economic and resource development issues.

Tom Ungar*, Vice-President – Corporate Development. Mr. Ungar is the President of MTU Investments which was founded in 1995 to assist emerging companies with funding, growth and in many cases going public, including a number of mining companies. He has more than 30 years of experience in wireless/electronics business ownership and management including 20 years in private practice as corporate and public company advisor.

Donald A. Sheldon*, Secretary. Mr. Sheldon is a mining securities lawyer with Sheldon Huxtable Professional Corporation and has been practising corporate and commercial law for over 30 years. He is or has been a director and/or officer of several other public corporations on Canadian stock exchanges. Mr. Sheldon has a B.A.Sc, M.A.Sc, LL.B, and P.Eng., and is licensed to practise law in Ontario and Alberta.

Share Capital

On signing the Letter of Intent, the share capital of Bending Lake consisted of an unlimited number of Class A common shares, of which a total of 28,181,647 Bending Lake shares had been issued and were outstanding (31,810,930 shares fully diluted after accounting for all options, warrants and rights exercisable to acquire Bending Lake shares). Bending Lake had no other exercisable rights, warrants, options or other securities then outstanding. After signing the Letter of Intent, Bending Lake proceeded to complete the first tranche of a brokered financing by issuing 2,700,750 Bending Lake shares at $2.00 per share for gross proceeds of $5,401,500. Bending Lake paid commissions of 8% ($432,120) and issued 540,150 broker's warrants (each such broker's warrant entitling the holder to purchase one Bending Lake share for $2.00 within two years). Bending Lake anticipates completing the 3,300,000-share financing by closing a second tranche of up to 1,198,500 additional shares at $2.00 each.

There are currently approximately 200 shareholders of Bending Lake. Henry Wetelainen is the only person who owns or controls, directly or indirectly, more than 10% of the outstanding shares of Bending Lake on a fully diluted basis, holding 12,629,850 shares (37.6%) of Bending Lake.

Financial Information

On the basis of the unaudited financial statements for the 9-month period ended September 30, 2010, Bending Lake had total assets of $4,197,162, liabilities of $3,026,188, a shareholders' equity of $685,521, and a working capital deficiency of $168,143.

About the Proposed Transaction

The QT is proposed to be completed as an amalgamation on the basis that each GCI shareholder will receive one (1) share of the amalgamated company for every ten (10) GCI shares outstanding and Bending Lake shareholders will receive one (1) share of the amalgamated company for each one (1) Bending Lake share held. The QT will be completed as an "amalgamation" or via such other structure or vehicle as deemed desirable by the parties hereto. The QT will also be conditional upon the completion of a satisfactory concurrent financing pursuant to a private placement of at least 1,000,000 Bending Lake shares at a price of not less than $2.00 per share. GCI intends to apply to the TSXV for an exemption from the requirement for sponsorship. The QT will be subject to the approval of the shareholders of both GCI and Bending Lake.

After giving effect to the Amalgamation, the amalgamated company will carry on business under the name "Bending Lake Iron Group Limited" (or such other name as may be acceptable to applicable regulatory authorities) and the amalgamated company shares are expected to be listed on the Exchange under a new trading symbol.

A finder's fee of $60,000, payable by the issuance of 30,000 shares of the amalgamated company at a deemed value of $2.00 per share, together with 60,000 warrants (each warrant entitling the holder to purchase one share of the amalgamated company within two years), will be paid on the Closing Date of the QT to third parties designated by GCI.

All of the officers and directors of Bending Lake will continue as officers and directors of the amalgamated company. In addition, it is proposed that Michael Lee be appointed as a director of the amalgamated company. Mr. Lee is a founder, President & CEO of AlphaRx Inc. Mr. Lee has raised over $20M working capital for AlphaRx since its inception and has been instrumental in closing multiple pharmaceutical licensing deals, both domestic and international. Over US$171M in milestone payments, plus royalties and retained rights have been negotiated by him for AlphaRx.

The information in this press release related to Bending Lake, its business and its directors and management was provided to GCI by Bending Lake.

Completion of the QT is subject to a number of conditions, including but not limited to, Exchange acceptance, as well as approval of the QT by the shareholders of GCI and the shareholders of Bending Lake, a satisfactory due diligence investigation, the completion of an amalgamation agreement and the completion of a concurrent financing. Also, no adverse change in the affairs of Bending Lake must occur until the closing of the proposed QT. The QT cannot close until the required regulatory and other approvals are obtained. There can be no assurance that the QT will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the QT, any information released or received with respect to the QT 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.

Information in this news release constitutes forward-looking information. Statements containing forward-looking information express, as at the date of this news release, Bending Lake's plans, estimates, forecasts, projections, expectations, or beliefs as to future events or results and are believed to be reasonable based on information currently available to Bending Lake. There can be no assurance that forward-looking statements will prove to be accurate. Actual results and future events could differ materially from those anticipated in such statements. Readers should not place undue reliance on forward-looking information.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • GCI Capital Inc.
    Mr. Francis Mak
    President
    (905) 479-3245

    Bending Lake Iron Group Limited
    Mr. Henry Wetelainen
    President and CEO
    (807) 622-4707