Jun 13, 2008 09:09 ET
Maximus and NFX Announce Agreement to Combine Companies
Consolidation of 100% Interest in the Larder Lake Gold Project
Creation of a Larger, Stronger Company
TORONTO, ONTARIO and LONGUEUIL, QUEBEC--(Marketwire - June 13, 2008) - Maximus Ventures Ltd. ("Maximus") (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. -----------
Bahnfahrn macht Spaß!!
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