Maximus and NFX Announce Completion of Business Combination, Name Change to Bear Lake Gold Ltd. (TSX-V: BLG) and Anticipated Sha
September 16 2008 - 12:37PM
Marketwired
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.
New Directors
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.
New Management
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.
New Auditors
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.
Share Consolidation
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
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.
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. These
forward-looking statements reflect the current internal
projections, expectations or beliefs of Bear Lake, based on
information currently available to it. 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. Anticipated synergies and efficiencies or other
intended benefits of the transaction may not be realized, and the
prospects of Bear Lake 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: Bear Lake Gold Ltd. Francois Viens President and CEO
450-677-1009 450-677-2601 (FAX) www.maximusventures.com Bear Lake
Gold Ltd. Gerri Paxton/Louise Quinn Investor Relations
450-677-2054/677-3523 gpaxton@maximusventures.com
lquinn@maximusventures.com Bear Lake Gold Ltd. Thomas G. Larsen
Vice Chairman 416-360-8006 or Toll Free: 800-360-8006 416-361-1333
(FAX) www.nfxgold.com
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