Broome Capital Inc. Enters into Option Agreement to Acquire KLR Property

November 14, 2016 2:13 PM EST | Source: Broome Capital Inc.

Vancouver, British Columbia--(Newsfile Corp. - November 14, 2016) - BROOME CAPITAL INC. (TSXV: BCP.H) ("Broome"), a capital pool company, is pleased to announce that it has entered into an option agreement dated November 10, 2016 (the "Option Agreement"). Doctors Investment Group Ltd., a private Bahamas company controlled by Michael Ross, (the "Optionor") whereby the Optionor has granted an option to Broome to acquire a 100% interest in the KLR Property, located in Northern Saskatchewan, approximately 550 kilometers northwest of Saskatoon and 60 kilometres southwest of the Key lake Uranium Mine complex.

Broome is a capital pool company ("CPC") and intends the Transaction to constitute a Qualifying Transaction under the TSX Venture Exchange (the "Exchange") Policy 2.4 — Capital Pool Companies. Upon successful completion of the Transaction, Broome will be a Tier 2 mining issuer.

About the KLR Property

The KLR Property is located in Northern Saskatchewan approximately 550 km north of Saskatoon, and about 60 km southwest of the Key Lake Uranium Mine complex. The Property comprises sixteen (16) contiguous dispositions totaling 2,406.74 ha. Saskatchewan Provincial Highway #914, commonly referred to as the Key Lake Road, transects the KLR Property and offers year-round, well-maintained, vehicular access to the area and the KLR Property.

In September 2015, the KLR Property was explored for uranium. Exploration work consisted of prospecting, rock sampling, ground geophysical radiometric surveys, and drilling using a man-portable pack-sack diamond drill. A total of 32 select rock samples were collected. Property-wide geophysical traverses and detailed geophysical surveys of selected areas were conducted utilizing handheld gamma-ray spectrometers. Drilling was carried out using a pack-sack style Shaw diamond drill with AQ sized core. The pack drill has an effective penetration depth of approximately 12 metres, and drilling targeted near-surface uraniferous structures. During the drill program, 38.7 metres of core was recovered from 75 drill holes, and 82 core samples were collected.

From 32 rock samples, chemical analysis returned uranium values ranging from trace to 4,360 ppm, with an average of 415 ppm.

Scintillometer readings ranged from background (<150 counts per second ("cps")) to a high of 65,330 cps in the DD Zone. During the 2015 work program, a new mineralized area, the Highway Zone, was discovered. The highest scintillometer reading returned from the Highway Zone was 11,057 cps. The DD Zone includes four historical uranium occurrences. The Highway Zone is not associated with any historically recognized occurrences. The Highway Zone is located approximately 1.7 km southeast of the DD Zone, and lies within sight of Saskatchewan Highway #914.

Drill hole KLR15-086, which was collared on the Highway Zone, returned 2.31% U3O8 over an interval of 0.29 metres from 0.13 to 0.42 metres in depth. A select rock sample returning 0.38% U3O8 was taken from a nearby exposure of heavily fractured and altered calc-silicate rock within a prominent north-south-trending, steeply dipping fault structure. Drill hole KLR15-037, which was drilled on the DD Zone, returned 1.85% U3O8 over an interval of 0.04 metres from 0.18 to 0.22 metres in depth.

The 114 core and rock samples collected during the 2015 exploration program were shipped to the Saskatchewan Research Council ("SRC") Geoanalytical Laboratories in Saskatoon, SK for chemical analyses using SRC's Multi-Element Uranium Exploration ICP-OES package.

The 2015 uranium exploration program was successful in confirming the historical uranium occurrences on the KLR Property and identifying a new area of uranium mineralization. Structural lineaments and related fault zones identified during the surface prospecting and sampling program could possibly represent control of uranium mineralization on the KLR Property.

Terms of Option Agreement

Under the terms of the Option Agreement, Broome will be required to make the following payments and incur the follow exploration expenditures to earn a 100% interest in the KLR Property:

(a) $10,000 and 1,000,000 post-consolidation common shares within 5 days of Exchange approval of the Option Agreement;

(b) Broome shall have completed $500,000 exploration expenditures on the KLR Property within 18 months of the signing of the Option Agreement.

During the term of the Option Agreement, Broome will be responsible for the annual claim maintenance fees. Broome has also granted the Optionor a 1% Gross Overriding Royalty (the "Royalty") on the KLR Property. At the option of Broome, Broome may purchase one-half of the Royalty for $1,000,000.

Prior to closing of the Transaction, Broome will consolidate its common shares on the basis of one post-consolidation Broome common share for every 3 pre-consolidation Broome common shares (the "Consolidation"). Broome currently has 9,406,625 common shares issued and outstanding and, upon completion of the Consolidation, will have 3,135,541 common shares issued and outstanding.

The transaction is subject to the approval of the Exchange.

None of the Non-Arms Length Parties to Broome has any direct or indirect interest in the KLR Property nor are they insiders of the Optionor. The Transaction does not constitute a "Non-Arm's Length Qualifying Transaction" as defined in Exchange Policy 2.4 and consequently Broome is not required to obtain shareholder approval for the transaction.

Non-Brokered Private Placement Financing

In conjunction with closing the transaction, Broome will be completing a proposed non-brokered private placement financing of up to 15,000,000 post-consolidation units (each a "Unit) at a price of $0.05 per post-consolidation Unit for gross proceeds of up to $750,000 (the "Offering").

Each Unit will be comprised of one post-consolidation common share of Broome and one share purchase warrant (a "Warrant"), with each Warrant entitling the holder to purchase one additional post-consolidation common share of Broome at a price of $0.06 per post-consolidation share for a period of three years from the date of issue.

The proceeds of the Offering will be used for exploration work on the KLR Property and general working capital purposes.

Directors, Officers and Insiders of Resulting Issuer

Upon completion of the transaction, it is anticipated that the board of directors of Broome will comprise of a minimum of three individuals. As of the date of this news release, the following persons are anticipated to be the directors, officers and insiders of Broome following completion of the transaction:

Gunther Roehlig, Chief Executive Officer, President and Director

Mr. Roehlig has more than 15 years of experience in the financial and investment industry. In particular, Mr. Roehlig has experience in restructuring, managing and financing junior public companies. Most recently, Mr. Roehlig served as the president of Terra Ventures Inc., which held a 10% stake in the high grade Roughrider uranium discovery owned by Hathor Exploration. In May 2011, Terra Ventures was acquired by Hathor Exploration — Hathor was then subsequently acquired by one of the world's largest mining companies Rio Tinto in late 2011. He currently serves on the board of Hello Pal International Inc.

Peter Hughes, Director

Mr. Hughes has served as a director and officer of a number of industrial and resource companies. His experience includes corporate structuring, technology assessments, proprietary protection, public and private financings and public company management. Mr. Hughes currently serves as a director and/or officer of Kelso Technologies Inc., Naturally Splendid Enterprises Ltd. and Gourmet Ocean Products Inc.

Barry Girling, Director

Mr. Girling has been active in various aspects of mineral exploration since 1977. He couples his geological understanding with a B.Com. (Finance) degree to provide consulting services to a number of TSX Venture Exchange companies. He has strong capital markets experience gained as a founder and director of Foundation Resources Inc. and Search Minerals Inc and was a director of Roxgold Inc. from August 2006 through September 2102 completed the re-organization of Roxgold Inc. and the acquisition of its Burkina Faso gold property. Mr. Girling was from November 2012 President and CEO of Birch Hill Gold Corporation until it amalgamated with Canoe Mining Ventures in June of 2014 and continues as a director of I-Minerals Inc., Kiska Metals Corporation, Rockridge Capital Corp. and Silver One Resources Inc.

Matt Anderson, Chief Financial Officer

Matthew Anderson holds a Bachelor of Commerce degree from McGill University and obtained his Chartered Accountant designation in 2008. Matt is a Senior Consultant with Malaspina Consultants Inc., a private company that provides accounting and administrative infrastructure to junior public companies. He serves as CFO of I-Minerals Inc., a publicly listed company on the TSX-V and serves as CFO of several other junior public companies including Terra Nova Energy Ltd., listed on the TSX-V and the OTCQX, Search Minerals Inc., listed on the TSX-V; and Dynamic Oil & Gas Exploration Inc., listed on the NEX.

Broome is current evaluating additional suitable candidates to serve as a director of Broome following closing of the Transaction.

Qualified Person

Ed Harrington, P.Geo, a Qualified Person under National Instrument 43-101, will be preparing the 43-101 Technical Report for Broome and has reviewed and approved the technical information contained in this news release.

Sponsorship

Broome will be seeking a waiver of the requirement to engage a sponsor pursuant to the Exchange Policy 2.2 — Sponsorship and Sponsorship Requirements.

About Broome

Broome Capital Inc. was incorporated pursuant to the provisions of the Business Corporations Act (British Columbia) on March 7, 2012. Following its initial public offering on October 24, 2012, Broome qualified as a capital pool company ("CPC") as defined by Exchange Policy 2.4 ("Policy 2.4") and the shares were listed for trading under the trading symbol "BCP.P". To date Broome has not completed a Qualifying Transaction ("QT") as defined under Policy 2.4. As Broome has yet to complete a QT, Broome currently trades on the NEX board of the Exchange under the trading symbol "BCP.H".

For further information please contact:

Broome Capital Inc.
Peter Hughes
(604) 802-7372

Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Broome cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Broome's control. Such factors include, among other things: risks and uncertainties relating to Broome's ability to complete the proposed Qualifying Transaction; and other risks and uncertainties. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Broome undertakes no obligation to publicly update or revise forward-looking information.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, 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 the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction 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.

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

A halt in trading shall remain in place until after the Qualifying Transaction is completed or such time that acceptable documentation is filed with the TSX Venture Exchange.

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.

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