Go Capital I, Inc. and Bending Lake Iron Group Limited Sign Amalgamation Agreement for Qualifying Transaction


TORONTO, ONTARIO--(Marketwire - Aug. 3, 2011) - Go Capital I, Inc. ("GCI") (TSX VENTURE:GOC.P) announces that it has signed a formal amalgamation agreement made as of July 25, 2011 (the "Amalgamation Agreement") with Bending Lake Iron Group Limited ("Bending Lake"), an arm's length party, setting out the terms and conditions of the previously announced (see news release dated March 11, 2011) amalgamation between the two parties (the "Amalgamation"). The Amalgamation is expected to constitute the "Qualifying Transaction" ("QT") of GCI as defined by TSX Venture Exchange ("TSXV") policies.

About Bending Lake Iron Group Limited

Bending Lake is a Canadian 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 licences 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 iron to all segments of the steel and iron industry from the iron deposit at Bending Lake. A National Instrument 43-101 compliant resource technical report (the "Resource Report") for Bending Lake's property is currently underway and delivery of a satisfactory technical report is a condition of completion of the QT.

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 of experience in 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 of 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 of 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.

Henry J. Sandri*, Director. Dr. Sandri is a mineral economist with over 30 years mineral industry experience in base metals, precious metals and ferrous metals. He currently acts as a board member and advisor to Canadian and U.S. exploration and mining companies. Most recently, Dr. Sandri served as the President and CEO of Duluth Metals Limited. Previously, Dr. Sandri served in various senior positions with Select Resources, Burlington Northern Inc., Inco Ltd. & Inco Exploration Technical Services, Behre Dolbear & Company and K&M Engineering and Consulting Corporation. His early career included positions at The World Bank, The American Iron & Steel Institute and Booz Allen & Hamilton Inc. He is a former Adjunct Professor of Economics and Finance at the Colorado School of Mines and the Virginia Polytechnic Institute and State University. Dr. Sandri holds a B.Sc. in Foreign Service from Georgetown University, an M.A. in Applied Economics from The American University and a Ph.D. in Mineral Economics from the Colorado School of Mines.

Share Capital

The share capital of Bending Lake currently consists of an unlimited number of Class A common shares, of which a total of 32,114,532, shares have been issued and are outstanding (38,142,070 shares fully diluted). There are warrants or other rights outstanding to purchase 2,105,881 shares and finders/agents warrants outstanding to purchase 921,657 shares. A total of 31,540 Class A common shares are automatically issued monthly without further consideration to certain investors until completion of the QT. Bending Lake also has 3,000,000 options outstanding under its Stock Option Plan (each option entitling the holder to purchase one common share for $2.00 at any time until 5 years following completion of the Amalgamation). Bending Lake has no other exercisable rights, warrants, options or other securities currently outstanding. Prior to completion of the QT, Bending Lake is permitted to issue an unlimited number of Class A common shares on a private placement basis at prices of not less than $2.50 per share and is permitted to issue stock options pursuant to its stock option plan.

There are currently approximately 195 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, holding 12,629,850 shares (approximately 39%).

Financial Information

On the basis of the audited financial statements for the year ended December 31, 2010, Bending Lake had total assets of $4,502,127, liabilities of $3,659,118, shareholders' equity of $843,009, and a working capital deficiency of $1,893,919. Bending Lake raised gross proceeds of $5,461,500 through private placements in two tranches in March and April 2011 at a price per share of $2.00.

About the Proposed Transaction

The QT is 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 held and each Bending Lake shareholder will receive one (1) share of the amalgamated company for each one (1) Bending Lake share held. Based on the issued and outstanding securities of BLIG and GCI as at the date hereof, immediately following the Amalgamation, 99.38% of the issued and outstanding shares of the amalgamated company will be held by former BLIG shareholders and 0.62% shares will be held by former GCI shareholders, on a non-diluted basis. On a fully diluted basis, 99.35% of the shares of Amalco will be held by former BLIG securityholders and 0.65% of the shares will be held by former GCI securityholders.

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 (the "Concurrent Financing").

GCI intends to apply to the TSXV for an exemption from the requirement for sponsorship.

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.

Subject to TSXV approval, 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 Amalgamation Agreement provides that the Amalgamation will be subject to customary and other conditions, including, among other things:

  • approval of the QT by the TSXV
  • satisfaction of the initial listing requirements for the shares of the amalgamated company on the TSXV or the Toronto Stock Exchange
  • the favourable vote of at least two-thirds of the shares voted at the special meetings of shareholders to be called and held by each of Bending Lake and GCI
  • shareholders holding not more than 1% of the outstanding Bending Lake shares or GCI shares shall have exercised their dissent rights in respect of the Amalgamation
  • no material adverse change in either Bending Lake's or GCI's condition (financial or otherwise)
  • completion of the Concurrent Financing
  • delivery of the Resource Report estimating mineral resources, whether measured, indicated or inferred, of at least 249 million tons grading at least 27% Fe (iron)

In the event that the Amalgamation has not occurred on or before November 30, 2011, the Amalgamation Agreement will be automatically terminated unless the deadline is extended by Bending Lake and GCI.

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, the completion of a National Instrument 43-101 compliant resource technical report for the Bending Lake property and the completion of a Concurrent Financing. Also, no adverse change in the affairs of GCI or Bending Lake may 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, GCI's and 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 CGI and/or 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.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed QT and has neither approved nor disapproved the contents of this press release. 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:

Go Capital I, Inc.
Mr. Francis Mak
President
(416) 723-1101

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