Rimfire and Geoinformatics Enter Into Definitive Agreement to Combine
June 12 2009 - 9:42AM
Marketwired
Rimfire Minerals Corporation, (TSX VENTURE: RFM) ("Rimfire") and
Geoinformatics Exploration Inc., (TSX VENTURE: GXL)
("Geoinformatics") are pleased to announce that the companies have
entered into a definitive Acquisition Agreement (the "Agreement")
through which the companies intend to combine (the "Transaction")
by way of plan of arrangement to create a well managed exploration
company with an extensive property portfolio including the flagship
Whistler Project in Alaska.
Major aspects of the Agreement were jointly announced when the
companies entered into the letter of intent on May 26, 2009. Full
details of the transaction including the terms of the Agreement,
will be included in separate information management circulars that
are expected be mailed to shareholders of Rimfire and
Geoinformatics on or about July 2, 2009. Both companies plan to
hold special meetings of shareholders to approve the transaction
and related matters on or about July 30, 2009. The transaction is
subject to all requisite regulatory and court approvals as well as
shareholder approvals. Shareholders of record as of June 20, 2009
will receive ballots by mail to vote either in person or by proxy
representation at the meetings. At least 66 2/3% of the votes cast
by the Rimfire shareholders and a majority of the votes cast by
Geoinformatics shareholders are needed to approve the transaction
and related matters.
The Acquisition Agreement was unanimously approved by the boards
of directors of both Rimfire and Geoinformatics and both boards
recommend that their respective shareholders vote in favour of the
transaction. Geologic Resource Partners LLC, which holds
approximately 84.88% of the issued and outstanding common share of
Geoinformatics, has entered into a lockup agreement to vote in
favour of the Transaction and related matters. Senior officers and
members of the Board of Directors of Rimfire have also entered into
lockup agreements, comprising approximately 12% of the issued and
outstanding common shares of Rimfire, to vote in favour of the
Transaction.
Haywood Securities Inc. is acting as financial advisor to
Geoinformatics and has provided an opinion to the board of
directors of Geoinformatics that, subject to certain assumptions
and limitations set out therein, the proposed Transaction is fair,
from a financial point of view to Geoinformatics shareholders.
Research Capital Corporation is acting as financial advisor to
Rimfire and has provided an opinion to the board of directors of
Rimfire that, subject to certain assumptions and limitations set
out therein, the consideration to be received by the shareholders
of Rimfire is fair from a financial point of view. Cassels Brock
& Blackwell LLP is acting as legal advisor to Geoinformatics
and Fraser Milner Casgrain LLP is acting as legal advisor to
Rimfire.
ABOUT GEOINFORMATICS
Geoinformatics' assets include an extensive property portfolio
in Alaska, British Columbia, Ontario, Mexico and Nevada plus
approximately 45% interest in Australia-based Clancy Exploration
Ltd (ASX: CLY). The flagship wholly-owned Whistler Project in
Alaska is situated within the same geological belt that hosts the
world class Pebble copper-gold porphyry deposit and hosts a
significant NI43-101 gold-copper resource.
ABOUT RIMFIRE
Rimfire is a precious and base metals exploration company
exploring in western North America and Australia, using the
joint-venture business model to advance projects through
partnerships with industry majors. Rimfire and partners are
exploring a strong property portfolio of 15 gold and copper-gold
projects including a large land package on trend and surrounding
the Pogo Gold Mine in Alaska, a large claim position in the Quesnel
Trough region (recently optioned to Xstrata Canada) and an earn-in
on three properties covering key ground on trend with Northgate's
Stawell Gold Mine in Australia. Since publicly listing in 1999,
Rimfire has exposed shareholders to in excess of CAD$35 million in
exploration, 85% of which has been funded by partners. Rimfire
currently has a treasury of approximately CAD$5.3 million.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and
United States securities laws. Forward-looking information
includes, but is not limited to, information concerning the
proposed business combination between Geoinformatics and Rimfire
and matters relating thereto. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects", or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "does not anticipate", or "believes"
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might", or
"will be taken", "occur", or "be achieved". Forward-looking
information is based on the opinions and estimates of management at
the date the information is made, and is based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
Assumptions upon which such forward-looking information is based
include, without limitation, that the shareholders of
Geoinformatics and Rimfire will approve the transaction, that all
required third party regulatory and governmental approvals to the
transaction will be obtained and all other conditions to completion
of the transaction will be satisfied or waived.
Many of these assumptions are based on factors and events that
are not within the control of Geoinformatics or Rimfire and there
is no assurance they will prove to be correct. Factors that could
cause actual results to vary materially from results anticipated by
such forward-looking information include changes in market
conditions, variations in ore grade or recovery rates, risks
relating to international operations, fluctuating metal prices and
currency exchange rates, changes in project parameters, the
possibility of project cost overruns or unanticipated costs and
expenses, labour disputes and other risks of the mining industry,
the business of the companies not being integrated successfully or
such integration proving more difficult, time consuming or costly
than expected as well as those risk factors discussed in
Geoinformatics' management discussion and analysis for the period
ended March 31, 2009 and Rimfire's Annual Information Form on Form
20-F for the year ended January 31, 2009, available at
www.sedar.com. Although Geoinformatics and Rimfire have attempted
to identify important factors that could cause actual actions,
events or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Geoinformatics and Rimfire undertake no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Rimfire Minerals Corporation Mr. Jason Weber President
& CEO (604) 669-6660 ext 237 Rimfire Minerals Corporation Mr.
Patrick Moodie Manager, Corporate Communications (604) 669-6660 ext
236 info@rimfire.ca www.rimfireminerals.com Geoinformatics
Exploration Inc. Ms. Rosie Moore Chief Executive Officer (604)
925-5881 Geoinformatics Exploration Inc. Mr. Darren Holden Chief
Operating Officer (604) 605-3073 info@geoinformex.com
www.geoinformex.com
Galileo Exploration (TSXV:GXL)
Historical Stock Chart
From Jul 2024 to Aug 2024
Galileo Exploration (TSXV:GXL)
Historical Stock Chart
From Aug 2023 to Aug 2024