Sep 16, 2008 13:37 ET
Maximus and NFX Announce Completion of Business Combination, Name Change to Bear Lake Gold Ltd. (TSX-V:BLG) and Anticipated Share Consolidation
TORONTO, ONTARIO and LONGUEUIL, QUEBEC--(Marketwire - Sept. 16, 2008) - Maximus Ventures Ltd. ("Maximus") (TSX VENTURE:MXV) and NFX Gold Inc. ("NFX") (TSX VENTURE:NFX) are pleased to announce that the acquisition by NFX of all of the issued shares of Maximus by way of plan of arrangement was approved by the Supreme Court of British Columbia on September 15, 2008 and closed today, with an effective date of September 16, 2008. As part of the closing, NFX has changed its name to Bear Lake Gold Ltd. ("Bear Lake") (TSX VENTURE:BLG). Maximus is now a wholly-owned subsidiary of Bear Lake.
The common shares of Bear Lake to be issued in connection with the transaction have been approved for listing on the TSX Venture Exchange. Pursuant to the arrangement, holders of Maximus shares are entitled to receive one Bear Lake share for every one Maximus share surrendered. A letter of transmittal was mailed to Maximus shareholders on or about August 18, 2008 providing instructions on how to exchange their Maximus share certificates for Bear Lake certificates. Warrants to purchase Maximus shares are exercisable to acquire common shares of Bear Lake in accordance with their terms. Each Maximus option will be exchanged for one replacement option, exercisable to acquire one Bear Lake common share.
As a result of completion of the business combination, management believes that Bear Lake is now larger, stronger and better positioned to explore the significant potential of the Larder Lake gold project, which was the primary asset of both Maximus and NFX. The arrangement has consolidated and increased the combined company's land position in the Larder Lake area, and should create a higher profile company within the financial community. As a result of the closing of the arrangement, Bear Lake now owns directly and indirectly 100% of the Larder Lake gold project.
Effective upon closing, the directors of Bear Lake are David Fennell (Chairman), Thomas Larsen (Vice-Chairman), Francois Viens, Elaine Bennett, Robert Cudney, Alexander Horvath, Philip Martin and Stephen Quin. Mr. Larsen is the former President and Chief Executive Officer ("CEO") of NFX. Francois Viens is the former President and CEO of Maximus, and David Fennell, Elaine Bennett, Philip Martin and Stephen Quin are former Maximus board members. Alexander Horvath is an existing NFX director. Robert Cudney is a new appointee. Dr. Frederick Graybeal, a former President and CEO of Maximus and a Maximus board member prior to the business combination, did not continue on as a director of Bear Lake. Paul Ankcorn and Francis Sauve, former NFX board members, have stood down from the Bear Lake board, effective on closing. The board of Bear Lake wishes to thank Mr. Ankcorn, Mr. Sauve and Dr. Graybeal for their services and contribution to the success of NFX and Maximus.
In addition, senior management of Bear Lake comprises Mr. Francois Viens as President and CEO, Mr. Bernard Boily as Vice President, Exploration, Mr. Alain Krushnisky as Chief Financial Officer and Ms. Carole Plante as Corporate Secretary. Mr. Viens, Mr. Boily, Mr. Krushnisky and Ms. Plante served in these offices with Maximus prior to completion of the transaction.
As part of the transaction and with effect as of closing, Smith Nixon LLP, the auditors of NFX, resigned and Raymond Chabot Grant Thornton LLP, the auditors of Maximus, were appointed as auditors of Bear Lake.
At their meeting on September 11, 2008, the NFX shareholders passed a resolution approving the consolidation of the shares of Bear Lake on a two-for-one basis, subject to the determination of the board of directors of Bear Lake (after closing of the Transaction). The board has determined to effect the consolidation as soon as is reasonably practicable, and the consolidation is expected to take effect within the next few business days. Following completion of the consolidation, Bear Lake will have approximately 63,983,057 common shares outstanding.
Trading in common shares of Maximus has been halted today and the common shares are expected to be de-listed from the TSX Venture Exchange as of the close of business on Wednesday September 17, 2008. It is expected that the common shares of NFX will begin trading under the name Bear Lake at the opening of market on September 18, 2008. The two-for-one share consolidation is expected to take effect shortly thereafter, subject to the approval of the TSX Venture Exchange.
About Bear Lake
Bear Lake is exploring for gold and precious metals in North America, including the Larder Lake gold project in Ontario, the Unity gold project in Idaho, USA, the Hope Bay gold project in Nunavut and the James Bay properties in Quebec.