Bio-American Capital Corp. To Acquire Bright Star Resources.Business Editors Bio-American Capital Corp. (OTCBB OTCBB See OTC Bulletin Board (OTCBB). : BIAN BIAN Banking Industry Architecture Network BIAN Brain Injury Association of Nipissing ) announced today the execution of a definitive agreement to acquire Bright Star Resources, Inc. ("Bright Star") under a "Plan and Agreement of Reorganization" ("Agreement"). The Board of Directors and Shareholders of both BIAN and Bright Star have approved the transaction. Bright Star, a privately held Arkansas-based corporation, owns an interest in a block of Coal Bed Methane leases in the Raton Basin The Raton Basin is a geologic structural basin in southern Colorado and northern New Mexico. It takes its name from Raton Pass and the town of Raton, New Mexico. In extent, the basin is approximately 50 miles east-west, and 90 miles north-south, in Huerfano and Las Animas Counties, of Colorado and New Mexico New Mexico, state in the SW United States. At its northwestern corner are the so-called Four Corners, where Colorado, New Mexico, Arizona, and Utah meet at right angles; New Mexico is also bordered by Oklahoma (NE), Texas (E, S), and Mexico (S). . The Raton Basin is known for its excellent coal bed methane deposits, which are currently being developed by several area operators. The leases are located in Las Animas County, Colorado Las Animas County is the most extensive of the 64 counties of the State of Colorado of the United States. Las Animas County takes its name from the Spanish name of the Animas River, Rio de las Animas Perdidas, which means "River of the Lost Souls. and Colfax County, New Mexico Colfax County is a county located in the U.S. state of New Mexico. As of 2000, the population is 14,189. Its county seat is Raton6. It is the home of Philmont Scout Ranch, whose Ranger Department conducts all search-and-rescue operations in the county in return for use . The leases lie between the towns of Trinidad, Colorado Trinidad is city in Las Animas County, Colorado, United States. According to 2006 Census Bureau estimates, the population of the city is 9077.[1] It is the county seat of Las Animas CountyGR6. , and Raton, New Mexico. The highlights of the Agreement are as follows: BIAN shall reverse-split its stock at a ratio of approximately 1 to 1.495. After the reverse split has taken effect, current BIAN shareholders will retain 2,628,929 common shares. Bright Star shareholders shall transfer to BIAN all of the outstanding shares of Bright Star common stock and Bright Star shall become a wholly owned subsidiary Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of BIAN. BIAN shall cause to be delivered to Bright Star shareholders as the purchase price for all of their shares fifteen million eight thousand three hundred thirty three (15,008,333) common shares of BIAN, which shares shall be issued pursuant to an exemption from registration provided by Section 4(2) of the Securities Act of 1933. Following the closing, BIAN shall change its corporate name to "Cimarron Resources Inc." or such comparable name as may be permitted by the Nevada Secretary of State. In addition, the current Board of Directors will resign, and the shareholders will elect a new Board. This press release contains forward-looking information within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. created by those sections. Some of the statements regarding future expectations anticipated oil and gas production and other operation activities, including the costs and timing of those activities, contain projections of results of operations or financial conditions or state other "forward-looking" information. Those statements are based on the company's assumptions and are subject to operations or financial conditions or state other "forward-looking" information. Those statements are based on the company's assumptions and are subject to known and unknown risks, uncertainties and other factors that could cause the actual results to differ materially from the results the company currently contemplates. These statements involve risks that could significantly impact Bio-American Capital Corp. These risks include, but are not limited to, adverse general economic conditions, operating hazards, drilling risks, inherent uncertainties in interpreting engineering and geologic data, competition, reduced availability of drilling and other well services, fluctuations in oil and gas prices and prices for drilling and other well services and government regulation and foreign political risks, as well as other risks commonly associated with the exploration and development of oil and gas properties. |
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