Re: News Release - Thursday, May 25, 2006 Maximus Closes $4.25 Million Brokered Private Placement ==================================================
Maximus Ventures Ltd. is pleased to announce the closing on May 23, 2006 of a brokered private placement that raised gross proceeds of $4.25 million, which funds will be used for exploration of the Larder Lake and Hope Bay projects and general working capital.
The private placement comprised 4,500,000 flow-through common shares of Maximus at a price of $0.50 per share and 5,000,000 units of Maximus at a price of $0.40 per unit, each unit consisting of one common share and one-half of one common share purchase warrant. Each whole share purchase warrant entitles the holder thereof to purchase one additional common share of Maximus until November 23, 2007, at an exercise price of $0.60 per share. However, if the trading price of the shares of Maximus closes at or above $0.80 per share for 20 consecutive trading days any time after September 24, 2006, then Maximus will have the right to provide written notice to the warrant holders to exercise all unexercised warrants within 30 days or the warrants will be cancelled. No flow-through benefits attach to any common shares comprising the units or any common shares issuable upon the exercise of the common share purchase warrants.
Pursuant to the private placement, Maximus paid Quest Securities Corporation and Dundee Securities Corporation a cash commission totalling $255,000. In addition, Maximus issued non-transferable Agents' Warrants to Quest and Dundee exercisable to purchase a total of up to 570,000 common shares of Maximus until November 23, 2007, at an exercise price of $0.45 per share.
All of the shares and warrants, and any shares issued upon exercise thereof, issued with respect to the private placement are subject to a four-month hold period expiring September 24, 2006, and may not be traded except as permitted under applicable securities legislation and the policies of the TSX Venture Exchange.
The proceeds of the flow-through shares sold under the private placement, in the amount of $2,250,000, will be used for exploration of Maximus' gold projects near Larder Lake in eastern Ontario and at Hope Bay in Nunavut and must be expended by Maximus as qualifying CEE expenses by December 31, 2007 in accordance with the Income Tax Act (Canada). The proceeds of the units sold under the private placement will be used for working capital. Additional information on the exploration of these properties will be announced once drilling begins and results are available.
ON BEHALF OF THE BOARD OF DIRECTORS OF MAXIMUS VENTURES LTD.
F. T. Graybeal President
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