BOLERO ANNOUNCES RESULTS OF ANNUAL AND SPECIAL MEETING, EFFECTIVE DATE OF NAME CHANGE, EXTENSION OF WARRANTS AND PROPOSED PRIVATE PLACEMENT OF UNITS
October 1, 2012, Oakville, ON, Canada – Bolero Resources Corp. (the “Company”) (TSX-V: BRU), (FRANKFURT: U7N1) announces that the Annual and Special Meeting of the Company (the “Meeting”) was held on September 17, 2012 at 10:00 am. The shareholders approved all resolutions set forth in the notice of Meeting. Specifically, R. Bruce Duncan, Greg Lipton and Bruce D. Coventry were elected as directors of the Company and McGovern, Hurley, Cunningham, LLP were re-appointed as auditors. All special items of business including modifications to the Company’s stock option plan, the granting of common shares to a senior officer and various consultants of the Company and the proposal to change the name of the Company to “Canada Carbon Inc.” were also approved, as detailed below.
Amendments to Stock Option Plan
At the Meeting, disinterested shareholders approved amendments to the stock option plan (the “Plan”).Specifically, disinterested shareholders approved an increase in the number of common shares of the Company (“Common Shares”) that may be issued annually under the Plan from 4,600,000 Common Shares to 7,920,900 Common Shares. The TSX Venture Exchange (the “Exchange”) has approved the amendments to the Plan.
Granting of Common Shares to Senior Officers and Consultants
At the Meeting, disinterested shareholders approved the granting of a total of 2,500,000 Common Shares to Paul Ogilvie, the Chief Executive Officer of the Corporation (the “Ogilvie Shares”). In addition, disinterested shareholders approved the granting of 500,000 Common Shares to each of six consultants of the Company for a total of 3,000,000 Common Shares (the “Consultant Shares”, and together with the Ogilvie Shares, the “Inducement Shares”). The Exchange has approved the issuance of the Inducement Shares to Mr. Ogilvie and the Consultants. The Inducement Shares are subject to a four month and one day hold period expiring on January 18, 2013.
Name Change and Symbol Change
At the Meeting, shareholders also approved a special resolution to change the name of the Company from “Bolero Resources Corp.” to “Canada Carbon Inc.” (the “Name Change”). The Company is pleased to announce that it has filed articles of amendment with the applicable corporate registries affecting the Name Change. Effective on Friday, October 5, 2012, the Common Shares will commence trading on the Exchange under the name Canada Carbon Inc., and symbol “CCB”.
Proposed Private Placement
The Company also announces its intention to complete a non-brokered private placement (the “Private Placement”) of up to an aggregate of 12,000,000 units (“Units”) at $0.10 per Unit for gross proceeds of up to $1,200,000.00. Each Unit will consist of one Common Share and one Common Share purchase warrant (“Warrant”). Each Warrant will entitle the subscriber to acquire one additional Common Share of the Company for a period of two years from closing at $0.20 per Common Share.
The Private Placement is subject to certain customary conditions, including, but not limited to, the execution of definitive subscription agreements with subscribers, and the receipt of all necessary regulatory approvals, including the approval of the Exchange. Closing of the Private Placement is anticipated to occur in one or more tranches, with the first tranche anticipated to close on or about October 5, 2012. All securities issued in connection with the Private Placement will be subject to a statutory hold period of four months plus one day from the date of completion of the Private Placement, in accordance with applicable securities legislation.
It is currently anticipated that certain insiders of the Company will be participating for greater than 25% of the Private Placement. The net proceeds from the Private Placement will be used to complete the acquisition of mining claims from Uragold Bay Resources Inc. and for general working capital.
Extension of Warrant Term
The Company also announces that it has applied for Exchange approval to extend the expiry date of 4,000,000 common share purchase warrants initially issued by the Company on October 5, 2010. Such warrants are exercisable at $0.30 per share. The Company is seeking the extension of the expiry date of such warrants for an additional two year period. All other terms of the warrants would remain the same.
ABOUT BOLERO RESOURCES CORP. (BRU - TSX.V)
Bolero Resources is a junior natural resource company focused on the acquisition and development of graphite properties throughout Canada. Bolero holds a 100% interest in 38 mineral claims located in Maria Township, 17 kilometres south of the community of Bissett Creek on the Trans Canada Highway between the cities of Ottawa and North Bay, Ontario. These claims cover an area of approximately 2,000 hectares (4,940 acres) that surround and are contiguous to Northern Graphite's Bissett Creek graphite deposit. Northern Graphite recently reported the extraction of very large high purity flake graphite consistent across the entire resource with overall recovery rates of 97%. (NGC.V News Release 23/04/2012)
Throughout 2012 Bolero has been focusing on its primary goals of building and strengthening its core operations in mineral exploration and development by acquiring and developing quality-mining projects to ultimately increase shareholder value.
On behalf of the Board of Directors
“R. Bruce Duncan”
E-mail inquiries: email@example.com
“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.”
FORWARD LOOKING STATEMENTS: This news release contains forward-looking statements, which relate to future events or future performance and reflect management’s current expectations and assumptions. Such forward-looking statements reflect management’s current beliefs and are based on assumptions made by and information currently available to the Company. Investors are cautioned that these forward looking statements are neither promises nor guarantees, and are subject to risks and uncertainties that may cause future results to differ materially from those expected. These forward-looking statements are made as of the date hereof and, except as required under applicable securities legislation, the Company does not assume any obligation to update or revise them to reflect new events or circumstances.
All of the forward-looking statements made in this press release are qualified by these cautionary statements and by those made in our filings with SEDAR in Canada (available at www.sedar.com).