Maximus and NFX Announce Arrangement Agreement
July 29 2008 - 8:30AM
Marketwired
TORONTO, ONTARIO AND LONGUEUIL, QUEBEC (TSX VENTURE: MXV) and
NFX Gold Inc. ("NFX") (TSX VENTURE: NFX) are pleased to announce
that they have entered into a definitive arrangement agreement (the
"Arrangement Agreement") providing for the acquisition by NFX of
all outstanding common shares of Maximus in consideration of which
each shareholder of Maximus will receive one (1) common share of
NFX pursuant to a plan of arrangement under the Business
Corporations Act (British Columbia) (the "Arrangement"). Under the
terms of the Arrangement, each holder of a Maximus option will
receive a replacement option to acquire one (1) common share of NFX
and each holder of a Maximus warrant will receive, upon subsequent
exercise of each warrant, one (1) common share of NFX. The board of
directors of each of Maximus and NFX have unanimously approved the
Arrangement and the Arrangement Agreement.
Currently, Maximus has approximately 74 million common shares
issued and outstanding while NFX has approximately 53 million
common shares issued and outstanding. Based on the one for one
share exchange ratio, the Maximus and NFX shareholders will own
approximately 58% and 42%, respectively, of the combined common
shares outstanding.
The Arrangement must be approved by two-thirds of the votes cast
by shareholders present and voting at the special meeting of
Maximus shareholders called to consider the Arrangement. The board
of directors of Maximus has unanimously resolved to recommend that
its shareholders vote their securities in favour of the
Arrangement. NFX will hold a special meeting of its shareholders to
consider, among other things, the issuance of shares to the Maximus
shareholders as consideration for the Arrangement. Maximus and NFX
have provided notice of, and expect to hold, their respective
shareholder meetings on September 11, 2008, and the record date for
each respective shareholder meeting is August 12, 2008.
The Arrangement is subject to the approval of the Supreme Court
of British Columbia, the TSX Venture Exchange and all applicable
regulatory authorities. Completion of the Arrangement is further
subject to additional conditions set out in the Arrangement
Agreement. Maximus and NFX expect to close the transaction on or
about September 16, 2008.
Under the terms of the Arrangement Agreement, Maximus and NFX
have each agreed that neither party will solicit or initiate
inquiries or proposals regarding alternative transactions,
including, but not limited to, mergers, take-over bids or the sale
of material assets. The Arrangement Agreement provides for a mutual
expense reimbursement fee of $250,000 if the Arrangement is not
completed in certain circumstances.
As previously announced on June 13, 2008, the objective of the
combination of Maximus and NFX is to create a larger, stronger
company that will be better positioned to exploit the tremendous
upside potential of the Larder Lake gold project, which is the
primary asset of both Maximus and NFX. The Arrangement will
consolidate and increase the combined company's land positions in
the Larder Lake area, as well as create a higher profile company
within the financial community.
Subject to the requisite securityholder approvals of each of
Maximus and NFX, the board of directors of the company resulting
from the combination of Maximus and NFX 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.
Dundee Securities Corporation is acting as financial advisor to
Maximus and Primary Capital Inc. is acting as financial advisor to
NFX.
A copy of the Arrangement Agreement will be filed on SEDAR and
will be available for viewing under the profiles of Maximus and NFX
at www.sedar.com.
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 is completed, 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. Investor Relations Gerri Paxton/Louise Quinn
450-677-2054/677-3523 gpaxton@maximusventures.com
lquinn@maximusventures.com NFX Gold Inc. Thomas G. Larsen President
and CEO 416-360-8006 or Toll Free: 800-360-8006 416-361-1333 (FAX)
www.nfxgold.com