Bonaparte Resources Inc. Announces RTO
13.02.2014 | vom Unternehmen
VANCOUVER, February 13, 2014 - Bonaparte Resources Inc. (TSX-V: BON) ("Bonaparte" or the "Company") is pleased to announce that it has entered into a letter agreement dated February 12, 2014 (the "LOI"), with Mr. MacKalyan (the "Vendor"), whereby the Company has agreed to acquire (the "Transaction") all of Vendor's interest in source code and risk analysis software solutions tentatively called "ERA™" and "GCD™" (the "Assets").The Transaction will constitute a Reverse Takeover (as defined in the policies of the TSX Venture Exchange (the "TSXV")) of Bonaparte by Vendor. Upon completion of the Transaction, it is expected that the Company will be classified as a software company.
The Assets
Supported by the experience gained through financial institution work and consulting, Vendor has developed two technology based Intellectual Property (IP) applications/solutions.
- Enterprise Risk Aggregation (ERA™); and
- Governance Compliance Database (GCD™).
The Enterprise Risk Aggregation (ERA™) is considered the new generation in enterprise risk data solutions that provides financial institutions with the capability to provide accurate and complete management and regulatory reporting from a single source.
The Governance & Compliance Database (GCD™) is an application that allows financial institutions to assess adherence to regulatory requirements and for Regulators to assess adherence across financial institutions. GCD™ is intended to facilitate the capture of regulatory compliance information to meet regulatory and Board and Senior management responsibilities.
The Assets are not yet operating as a business and have no revenues to date. Upon closing of the Transaction, and employment of Mr. Kalyan as CEO, the Company intends to use the Assets to commence operations in the business of selling credit risk management solutions to banks and other financial institutions.
Terms of the Transaction
The LOI contemplates the Company paying most of its current debt in shares, issuing 43,000,000 common shares to the Vendor for the Assets, and raising $600,000 in unit financing at $0.15 per unit. It is anticipated that approximately 62,760,000 Bonaparte shares will be issued and outstanding on closing, ofwhich the Vendor will own approximately 69.6%.
As conditions of closing, along with the $600,000 financing required to be raised, Mac Kalyan and the Company will have reached an employment agreement and Robert Jamieson, Mike England and Tom McCandless will have resigned from the board of Bonaparte and Gary F. Zak, the Vendor, and Judy Buker will be appointed as directors.
Bonaparte has agreed to borrow $100,000 and re-lend that amount in two $50,000 tranches to Mr. Kalyan and his company, Black Ice Partners, for short term working capital. The funds are due to be repaid on May 1, 2014.
Incoming Management
Mac Kalyan: Incoming Director / CEO /President
An acknowledged Internal Capital Adequacy Assessment Process and Risk Appetite expert, Mr. Kalyan has been extensively involved in several Basel Committee Banking Supervision rollouts in both North America and Asia; most recently in Korea, Singapore and Malaysia.
With extensive knowledge of the regulatory and compliance environment in several G-20 countries, Mr. Kalyan has acted in an advisory capacity to banks, central banks and regulatory agencies in both Asia and North America.
Mr. Kalyan's past experience includes:
¨ Head of Teradata Enterprise Risk Management Practice
¨ Head of EDS Risk, Finance and CRM Practice Asia and Pacific Office
¨ Managing Director BlackIce Partners Ltd
Judy BukerKalyan: Incoming Director
Ms. Judy BukerKalyanis a software developer and business analyst with over 30 years of experience in a varied and rich span of industries, including capital markets, distribution and finance. She has experience in Internal Capital Adequacy Assessment ProcessGap Analysis, Basel II Pillar I Reporting, Capital Requirement Calculations, Credit Risk Data Model Implementation and business requirements gathering for Risk Management System. She is the lead developer of the full suite of ERA™ and GCD™ solutions and is also the lead in the design of all the BlackIce data models.
Gary F. Zak: Incoming Director
For the past 30 years, Gary has provided expertise in assisting early stage companies to source financing, key personnel, corporate alliances and develop marketing strategies. The sectors include High Technology Electronics, Software, Semi-conductor processing, Healthcare and Resource Exploration.
Mr. Zak is currently a director of Alto Ventures Ltd., Bold Ventures Inc., RCP Capital Corp. and President of Whitewater Capital Corp.
Halt in Trading
Trading of Bonaparte shares on the TSXV will remain halted until the Transaction is completed. The Company intends to delist from the TSX Venture Exchange and apply for a listing on the CSE.
Completion of the Transaction is subject to a number of conditions, including Shareholder approval, among other conditions. 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 any Management Information Circular and/or Filing Statement which may be prepared in connection with the transaction, any information released or received with respect to the RTO may not beaccurate or complete and should not berelied upon. Trading in the securities of Bonaparte should be considered highly speculative.
There is no assurance that the Company can complete any of intended actions contemplated in this press release.
For further information please contact T Randall Saunders at (604) 657-0002.
Bonaparte Resources Inc.
“T. RANDALL SAUNDERS”
T. Randall Saunders, CEO
The TSX Venture Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this press release.