TORONTO, ONTARIO and LONGUEUIL, QUEBEC (TSX VENTURE: MXV) and
NFX Gold Inc. ("NFX") (TSX VENTURE: NFX) are pleased to announce
that they have reached an agreement in principle to combine the two
companies on the basis of one (1) NFX share for each one (1)
Maximus share. Based on the share exchange ratio, the Maximus and
NFX shareholders will own approximately 58% and 42%, respectively,
of the combined common shares outstanding.
"The combination of Maximus and NFX creates a larger, stronger
company that is better positioned to exploit the tremendous upside
potential of the Larder Lake gold project, which is the primary
asset of both Maximus and NFX," said Francois Viens, Maximus'
President and CEO. "This transaction will consolidate and increase
the combined companies' land positions in the Larder Lake area, as
well as create a higher profile company within the financial
community."
The Cadillac-Larder Lake break is a major Canadian greenstone
gold belt located in northeastern Ontario that hosts several
past-producers. The Cadillac-Larder Lake break is a 200 km long
east-west deformation zone along which numerous well known gold
mines have been situated, including the historic Kerr Addison mine
(11 million ounces of gold produced at an average grade of 9.9 g/t
Au), located two kilometers to the east of the Larder Lake project
property boundary. Since 2006, Maximus and NFX have been exploring
their extensive Larder Lake holdings with considerable success,
discovering significant new areas with high-grade gold
mineralization, including Bear Lake, Fernland and Cheminis, hosted
in both flow-type and carbonate-type settings which were major
contributors to Kerr Addison's world-class gold production. On June
4, 2008, NFX and Maximus announced drill hole #44 at Bear Lake,
which intersected 13.6 g/t Au over 15.1 m, including 41.9 g/t Au
over 4.4 m. Hole #44 was a follow up to hole #35 announced on March
31, 2008, which intersected 18.3 g/t Au over 4.8 m, including
163.5g/t Au over 0.5m.
"We see this combination as a logical development in our
strategy for growth. With consolidated ownership of the Larder Lake
project, the combined company will have increased flexibility in
how it proceeds with the continued exploration and development of
the excellent recent results and will be in a better position to
take full advantage of this outstanding asset," said Thomas Larsen,
NFX's President and CEO.
Currently Maximus has approximately 74 million common shares
issued and outstanding while NFX has approximately 53 million
common shares issued and outstanding. Under the terms of the
proposed business combination, Maximus and NFX shareholders,
respectively, would own approximately 58% and 42% of the shares
outstanding on completion of the transaction.
The board of directors of the company resulting from the
business combination will consist of five nominees from Maximus and
three nominees from NFX. David Fennell, currently Chairman of
Maximus, will become Chairman and Thomas Larsen, currently CEO of
NFX, will become Vice Chairman. Francois Viens, currently President
and CEO of Maximus, will become President and CEO.
Maximus and NFX have entered into a letter agreement in respect
of the business combination transaction. Completion of the
transaction is subject to usual terms and conditions for such a
transaction, including completion of due diligence, completion and
execution of definitive business combination documentation, receipt
of opinions from qualified investment dealers that the transaction
is fair to the shareholders of NFX and Maximus, receipt of all
required regulatory and securityholder approvals and no material
adverse changes occurring in the financial condition of either
company
Maximus and NFX have agreed to the following. Prior to the
completion of the business combination neither company shall issue
any further securities or amend the terms of any issued and
outstanding securities, and both companies have agreed to conduct
business only in the ordinary course. Neither of the companies (nor
their affiliates nor associates) will acquire nor dispose of
securities of the other for the duration of the letter agreement or
a period extending six months after any termination of the letter
agreement. They also agreed to exclusivity and non-solicitation
provisions subject to an exception for superior proposals. The
definitive transaction documentation will provide that in certain
circumstances where one party does not complete the business
combination, it shall pay the other party an expense reimbursement
payment of $250,000. The structure of the business combination will
be determined by the two companies in consultation with their
professional advisors
Dundee Securities Corporation is acting as financial advisor to
Maximus and Primary Capital Inc. is acting as financial advisor to
NFX.
The technical content of this news release related to Larder
Lake was reviewed by Mr. Bernard Boily, P. Geo., Vice-President,
Exploration of Maximus, the person responsible for supervising the
drilling program at Larder Lake and a "qualified person" under the
guidelines of National Instrument 43-101.
Forward-looking Statements
This news release contains certain forward-looking information
as defined in applicable securities laws (referred to herein as
"forward-looking statements"). Often, but not always,
forward-looking statements can be identified by the use of words
such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts",
"intends", "anticipates" or "believes", or variations of, or the
negatives of, such words and phrases, or statements that certain
actions, events or results "may", "could", "would", "should",
"might" or "will" be taken, occur or be achieved. Specifically,
this press release includes forward-looking statements regarding
the intended business combination of NFX and Maximus. These
forward-looking statements reflect the current internal
projections, expectations or beliefs of NFX and Maximus, based on
information currently available to them. Forward-looking statements
are subject to a number of risks and uncertainties, including those
detailed from time to time in filings made by NFX and Maximus with
securities regulatory authorities, that may cause actual outcomes
to differ materially from those discussed in the forward-looking
statements. The completion of the proposed business combination is
subject to a number of risks, including, without limitation, the
shareholders of NFX and Maximus not approving the transaction or
required regulatory or court approvals not being obtained. Even if
the business combination does complete, which cannot be guaranteed,
anticipated synergies and efficiencies or other intended benefits
of the transaction may not be realized, and the prospects of the
combined entity will remain subject to all the general risks
associated with mineral exploration and public securities
markets.
The TSX Venture Exchange has neither approved nor disapproved of
the contents of this news release.
Contacts: Maximus Ventures Ltd. Francois Viens President and CEO
450-677-1009 450-677-2601 (FAX) www.maximusventures.com Maximus
Ventures Ltd. Gerri Paxton/Louise Quinn Investor Relations
450-677-2054/677-3523 gpaxton@maximusventures.com
lquinn@maximusventures.com NFX Gold Inc. Thomas G. Larsen President
and CEO 416-360-8006 / Toll Free: 800-360-8006 416-361-1333 (FAX)
www.nfxgold.com
Maximus Ventures Ltd Com Npv (TSXV:MXV)
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