Maximus Ventures Ltd.
TSX VENTURE: MXV
NFX Gold Inc.
TSX VENTURE: NFX
Jul 29, 2008
TORONTO, ONTARIO AND LONGUEUIL, QUEBEC--(Marketwire - July 29, 2008) - Further to their June 13, 2008 news release, Maximus Ventures Ltd. ("Maximus") (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. -----------
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