Bocana Updates Conditional London Gold Transaction as Nasdaq Listing Remains Incomplete
Bocana Resources has amended the term sheet for its proposed London Gold transaction, but no definitive acquisition agreement has been completed and NewCo's planned Nasdaq listing remains unfinished.
Bocana Resources Corp. (TSXV: BOCA, Frankfurt: VC1) has amended the terms of its proposed acquisition by London Gold LLC, while confirming that the transaction remains incomplete and dependent on further conditions. The planned Nasdaq listing of a London Gold-controlled entity has not yet been completed, leaving related funding unavailable.
Bocana and London Gold signed an amended and restated term sheet on November 1, 2026. The document replaces the earlier term sheet and gives the parties until December 31, 2026 to finalise the terms of a definitive agreement covering the acquisition of all issued and outstanding Bocana shares by a newly formed London Gold-controlled entity, referred to as NewCo.
The amended term sheet raises the Initial Capital that London Gold has agreed to provide to Bocana from US$1,230,000 to US$2,000,000. Under the arrangement, the Initial Capital is intended to support deposits for several prospective mining projects, provide working capital and finance due diligence on projects that proceed. Bocana says London Gold is to provide the Initial Capital on or before December 31, 2026.
The proposed structure contemplated a Nasdaq listing for NewCo, alongside access to capital connected with that listing. Bocana says the listing has not been completed and the secondary funding expected from the process has not become available. London Gold continues to pursue the listing arrangements and related funding.
The parties remain in discussions about the proposed transaction and the prospective projects. Bocana has not finalised or executed a definitive acquisition agreement and says there is no assurance that a transaction will be completed on the previously disclosed terms, revised terms or at all.
Trading in Bocana's common shares remains halted and is expected to stay halted pending the execution of a definitive agreement and regulatory review of the comprehensive news release required for the proposed transaction. The company said the process is being handled under TSX Venture Exchange policies, including TSXV Policy 5.2.
Any reinstatement of trading requires TSXV approval. Bocana said there is no assurance about when, or whether, trading will resume. The company also identified the risk that the halt could continue for an extended period or that its shares could be transferred to the NEX board of the TSXV.
Bocana said completion of the proposed transaction depends on matters including the provision of the Initial Capital, agreement on and execution of a definitive agreement, completion of NewCo's Nasdaq listing and related funding, satisfactory due diligence on the projects, and required regulatory, stock exchange, shareholder and corporate approvals. Other closing conditions would also need to be satisfied if a definitive agreement is entered into, and further transaction terms apply.
The company warned that London Gold may not provide the Initial Capital when required, in full or at all, and that the parties may fail to agree terms or execute a definitive agreement by December 31, 2026 or at all. If the proposed transaction does not proceed, Bocana may not pursue the projects and may need to seek alternative financing, which may not be available on acceptable terms or at all. The company also cited potential effects on its financial condition and the trading price of its common shares.
Additional risks include NewCo failing to complete its Nasdaq listing or obtain related funding, unsuccessful project due diligence, failure to secure required approvals, risks connected with mineral exploration in Bolivia, and dilution and valuation risk if part of the consideration is paid in NewCo shares.
Bocana is a mineral exploration company focused on acquiring, exploring and developing mineral properties in North and South America. Through its wholly owned subsidiary, Huiracocha International Service SRL, the company holds a 100% working interest in the Escala area concessions in Bolivia's Department of Potosi, Sud Lipez Province, as awarded by Comibol.
Bocana Resources Corp. announced that the parties had signed an amended and restated term sheet on November 1, 2026, changing certain terms of the proposed acquisition transaction. The Amended Term Sheet supersedes the original term sheet and extends the deadline to finalise the terms of a definitive agreement to December 31, 2026.
Bocana Resources Corp. published the update on November 2, 2026. It relates to the proposed London Gold acquisition transaction previously announced on July 20, 2026, and to the Amended Term Sheet executed on November 1, 2026.
The Amended Term Sheet increases the Initial Capital to be provided to Bocana Resources Corp. from US$1,230,000 to US$2,000,000 and extends the deadline to finalise the terms of a definitive acquisition agreement to December 31, 2026. London Gold is to provide the Initial Capital on or before December 31, 2026.
The Initial Capital is intended to secure deposits for several prospective mining projects, provide working capital to Bocana Resources Corp. and fund the due diligence review of each project that proceeds. The parties remain in ongoing discussions regarding the proposed transaction and the projects.
No definitive agreement governing the acquisition has been finalised or executed as of November 2, 2026. Bocana Resources Corp. said there is no assurance that a transaction will be completed on the previously disclosed terms, on revised terms or at all.
The anticipated secondary funding has not yet become available because NewCo's proposed Nasdaq listing has not been completed. London Gold continues to pursue the listing arrangements and related funding that would further the proposed transaction.
Bocana Resources Corp. says the parties remain in ongoing discussions and are expected to finalise the terms of a definitive agreement by December 31, 2026, under the Amended Term Sheet. The company also states that completion remains subject to matters including funding, due diligence, regulatory approvals, shareholder approvals and other closing conditions.
London Gold is to provide the Initial Capital on or before December 31, 2026, while the parties continue discussions and work towards finalising a definitive agreement by that date. Bocana Resources Corp. said it will provide further updates on the proposed transaction or developments concerning the projects as material developments occur.
Trading in Bocana Resources Corp.'s common shares remains halted pending the execution of a definitive agreement and subsequent regulatory review of the comprehensive news release required for the proposed transaction. The halt is in accordance with the policies of the TSX Venture Exchange, including TSXV Policy 5.2.
The company says reinstatement of trading remains subject to approval by the TSX Venture Exchange and that no assurance can be given as to when, or whether, trading will resume. It also says the halt is expected to remain in place pending the stated agreement and regulatory review.
Bocana Resources Corp. identifies its shares as listed on the TSX Venture Exchange under TSXV: BOCA and in Frankfurt under Frankfurt:VC1. Trading in the company's common shares remains halted.
Bocana Resources Corp. is a mineral exploration company focused on acquiring, exploring and developing mineral properties in North and South America. Through its wholly owned subsidiary, Huiracocha International Service SRL, it holds a 100% working interest in the Escala area concessions in Bolivia's Department of Potosi, Sud Lipez Province, as awarded by Comibol.
Bocana Resources Corp. identifies risks including London Gold failing to provide the Initial Capital, the parties failing to execute a definitive agreement, the transaction not completing, NewCo not completing its Nasdaq listing or obtaining related funding, and required regulatory, stock exchange or shareholder approvals not being obtained. The company also cites the possibility of a prolonged trading halt or transfer of its common shares to the NEX board of the TSXV, risks associated with mineral exploration in Bolivia, and dilution and valuation risk if part of the consideration is payable in NewCo shares.