Bocana Resources Corp. Announces Definitive Term Sheet for Proposed Acquisition by London Gold LLC

Bocana Resources Corp. has entered a definitive term sheet for a proposed acquisition by a newly formed entity, referred to as NewCo, which is controlled by London Gold LLC. NewCo, which is expected to list on the U.S. Nasdaq Exchange, will acquire all outstanding Bocana shares. The total consideration for the transaction is US$25,000,000, consisting of a mix of cash and NewCo stock valued at the market price immediately prior to closing or another agreed valuation mechanism.

London Gold will provide approximately US$1,230,000 to Bocana on or before July 31, 2026, earmarked for deposits and working capital for due diligence on prospective projects. A 90-day exclusivity period, beginning July 14, 2026, prohibits Bocana from soliciting other offers. Bocana’s management is expected to join NewCo and operate projects after closing.

The transaction is subject to definitive documentation, a shareholder vote, regulatory approvals including those from the TSX Venture Exchange, and satisfactory due diligence. Bocana’s shares remain halted pending further details.

Bocana Resources Corp. (BOCA) announced a US$25 million takeover offer, a move that addresses the company’s acute financial distress. The transaction includes a US$1.23 million bridge loan from London Gold, which is intended to cover a working-capital deficit of $636,862 as of March 31, 2026, and provide time to finalize the deal.

The proposed consideration represents a substantial premium over the company’s pre-halt market capitalization of roughly C$8.25 million, even after currency conversion. This valuation offers a clear gain for existing shareholders compared to the company’s standalone prospects. The acquisition also resolves the going-concern risk that had plagued Bocana, which had previously reported a net loss, zero revenue, negative equity, and an explicit going-concern warning.

The deal marks a shift from a series of stalled or failed transactions. The company was previously unable to close a US$27.5 million acquisition of Arizona claims despite repeated letter of intent (LOI) extensions. Additionally, an LOI with Venture Gold lapsed, and financing for Phase 2 drilling at Escala never materialized.

The transaction remains conditional and is not yet binding. Definitive agreements, due diligence, shareholder approval, and Nasdaq listing are all required to complete the sale. If the deal falls through, the company would remain in a critical financial position.

Bocana Resources Corp. is an exploration-stage junior originally focused on the Escala gold-silver-copper project in Bolivia, which it owns 100%. Phase 1 drilling, totaling 2,001.8 meters, intersected a felsic porphyry system, but Phase 2, which was budgeted at $1.5 million, was never funded.

The company subsequently pivoted its strategy toward U.S. assets. In August 2025, Bocana signed a binding letter of intent to acquire 1,440 acres of BLM placer claims in Arizona for US$27.5 million. Although the LOI was extended multiple times, it was never converted into a definitive purchase agreement. In October 2025, the company entered a non-binding LOI for a US$20 million equity investment in Venture Gold Inc. in Idaho Springs, Colorado; this agreement lapsed in January 2026. Also in October 2025, Bocana formed a 50/50 joint venture with Arizore Ltd. called Arizore LLC, which aimed to finance acquisitions with up to US$60 million in loans and develop a blockchain-based precious metals tokenisation platform.

None of these initiatives produced revenue or a producing asset. The London Gold transaction now supersedes them and represents the company’s primary going-forward strategy.