Maximus Ventures Ltd. announce that Maximus has completed its earn-in of a 60% interest in the Cheminis, Bear Lake and Fernland projects and a 45% interest in the Barber Larder project, which together comprise the Larder Lake Gold Project located in northeastern Ontario. NFX retains a 40% and 55% interest, respectively, in these projects.
“The vesting by Maximus of its ownership in the Larder Lake Gold Project was a crucial step leading to the decision to combine NFX and Maximus” said Francois Viens, President and CEO of Maximus.
Larder Lake Gold Project
The Larder Lake Gold Project covers a seven-kilometer strike length of the Cadillac-Larder Lake break, a prolific gold-bearing structure. The Larder Lake Gold Project lies two kilometers west of the former Kerr Addison Mine, a world class past producer of approximately 11 million ounces of gold between 1938 and 1996. In 2007, Maximus discovered a significant new zone of gold mineralization at Bear Lake, where drill holes intercepted significant gold mineralization of both the “flow” and “carbonate” types, the former being the major host of gold at the Kerr-Addison Mine. In 2008, Maximus continues an aggressive 43,000 meter drill program started in 2007, designed to expand the Bear Lake mineralized zone and to explore additional promising targets along strike. Three diamond drills are currently active at the Bear Lake project.
Under the terms of the option agreement between Maximus and NFX, Maximus had the right to earn a 60% interest in NFX’s 100% interest in the Cheminis, Bear Lake and Fernland projects and its then 75% interest in the Barber Larder project by incurring a total of $6 million in exploration expenditures by December 31, 2008. This expenditure requirement was met as of June 30, 2008. NFX has reviewed and approved Maximus’ expenditure obligations.
As announced on June 13 and July 29, 2008, Maximus and NFX have entered into a definitive arrangement agreement providing for the acquisition by NFX of all outstanding common shares of Maximus (the “Business Combination”) 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”). 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 combined company will be larger and better positioned to exploit the tremendous upside potential of the Larder Lake Gold Project”, Mr. Viens added.
NFX will hold a special meeting (the “NFX Meeting”) of its shareholders to consider, among other things, the issuance of the shares to the Maximus shareholders as consideration for the Arrangement and a two (2) for one (1) consolidation of the common shares of NFX following the closing of the Arrangement (the “Share Consolidation”), subject to the board of directors’ discretionary authority to implement the Share Consolidation. Upon the closing of the Business Combination, approximately 127,966,114 common shares of NFX will be issued and outstanding, with a further 17,860,466 common shares reserved for issuance upon exercise of outstanding options and warrants. Assuming completion of the Share Consolidation, the number of common shares of NFX outstanding at such time will be half the number of such outstanding common shares immediately prior to the Share Consolidation. The Share Consolidation is subject to the approval of the TSX Venture Exchange and of two-thirds of the votes cast by shareholders present and voting at the NFX Meeting.
Maximus and NFX currently expect to hold their respective shareholder meetings on September 11, 2008 and to close the transaction on or about September 16, 2008.