Hallo zusammen !
Bezüglich ders "Warning Reports" habe ich mal das Dokument ausfindig gemacht und unten eingefügt. Habe das schonmal überflogen...aber gibts eventuell jemanden der super Englisch kann ? Steht da nun was für uns wichtiges drin ? Da gehts doch um irgendwelche Optionen, die ausgeübt werden könnten...oder ?
\245801\NFX\0530A
REPORT PURSUANT TO
SECTION 111 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 176 OF THE SECURITIES ACT (ALBERTA)
SECTION 101 OF THE SECURITIES ACT (ONTARIO)
AND NATIONAL INSTRUMENT 62-103
1. Name and Address of Offeror
Maximus Ventures Ltd. ("Maximus")
837 West Hastings Street, Suite 202
Vancouver, British Columbia
V6C 3N6
2. The designation and number or principal amount of securities and the offeror's securityholding
percentage in the class of securities of which the offeror acquired ownership or control in the
transaction giving rise to the obligation to file the news release, and whether it was ownership or
control that was acquired in those circumstances:
Maximus acquired ownership of common share purchase warrants exercisable in the aggregate to
acquire up to 8,000,000 common shares of NFX Gold Inc. ("NFX Gold") pursuant to an option
and joint venture agreement between Maximus and NFX Gold dated March 3, 2006. 1,500,000
of the common share purchase warrants are exercisable to acquire up to 1,500,000 common
shares of NFX Gold at a price of $0.20 per share on or before December 31, 2006 (the "Year 1
Warrants"). 2,500,000 of the common share purchase warrants are exercisable to acquire up to
2,500,000 common shares of NFX Gold at a price of $0.20 per share on or before December 31,
2007 (the "Year 2 Warrants"). 4,000,000 of the common share purchase warrants are exercisable
to acquire up to 4,000,000 common shares of NFX Gold at a price of $0.30 per share on or before
December 31, 2008 (the "Year 3 Warrants"). If the average closing price of the common shares
of NFX Gold Inc. is over $0.40 per share, for the Year 1 Warrants and the Year 2 Warrants, or
over $0.60 per share, for the Year 3 Warrants, for a period of 60 consecutive trading days, the
common share purchase warrants will expire within five business days of receiving written notice
from NFX Gold.
3. The designation and number or principal amount of securities and the offeror's securityholding
percentage in the class of securities immediately after the transaction or occurrence giving rise to
the obligation to file a news release:
Maximus owns common share purchase warrants exercisable to acquire in the aggregate up to
8,000,000 common shares of NFX Gold on the terms described in paragraph 2 above,
representing in the aggregate approximately 17.2% of the issued and outstanding common shares
of NFX Gold assuming the common share purchase warrants were exercised.
4. The designation and number or principal amount of securities and the offeror's securityholding
percentage in the class of securities referred to in paragraph 3 over which:
a) the offeror, either alone or together with any joint actors, has ownership and control:
See paragraph 3 above.
b) the offeror, either alone or together with any joint actors, has ownership but control is held
by other persons or companies other than the offeror or any joint actor:
Not applicable.
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\245801\NFX\0530A
c) the offeror, either alone or together with any joint actors, has exclusive or shared control but
does not have ownership:
Not applicable.
5. The name of the market where the transaction or occurrence that gave rise to the news release
took place:
The common share purchase warrants were acquired pursuant to an option and joint venture
agreement between Maximus and NFX Gold dated March 3, 2006.
6. The purpose of the offeror and any joint actors in effecting the transaction or occurrence that
gave rise to the news release, including any future intention to acquire ownership of, or control
over, additional securities of the reporting issuer:
The common share purchase warrants were purchased for investment purposes. Maximus has no
present intention to acquire ownership of or control over additional shares or convertible
securities of NFX Gold.
7. The general nature and the material terms of any agreement, other than lending arrangements,
with respect to securities of the reporting issuer entered into by the offeror, or any joint actor,
and the issuer of the securities or any other entity in connection with the transaction or
occurrence giving rise to the news release, including agreements with respect to the acquisition,
holding, disposition or voting of any of the securities:
The common share purchase warrants were acquired pursuant to an option and joint venture
agreement between Maximus and NFX Gold dated March 3, 2006 relating to an option granted
by NFX Gold to Maximus to acquire interests in NFX Gold's Larder Lake properties in Ontario.
If the joint venture is terminated at any time, all unexercised warrants of NFX Gold held by
Maximus may be cancelled.
8. The names of any joint actors in connection with the required disclosure:
Not applicable.
9. In the case of a transaction or occurrence that did not take place on a stock exchange or other
market that represents a published market for the securities, including an issuance from treasury,
the nature and value of the consideration paid by the offeror:
Pursuant to the option and joint venture agreement between Maximus and NFX Gold dated
March 3, 2006, Maximus was granted an option to acquire interests in NFX Gold's Larder Lake
properties in Ontario by incurring expenditures over a three-year period on the Larder Lake
properties.
10. If applicable, description of any change in any material fact set out in a previous report by the
entity under the early warning requirements or Part 4 of National Instrument 62-103 in respect of
the reporting issuer's securities:
Not applicable.
DATED: April 21, 2006
Maximus Ventures Ltd.
By: "F. T. Graybeal"
F. T. Graybeal, President |
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