Choice Gold, Full Metal and Enexco Spinco Provide Update on Copperbank
Vancouver, Canada / ACCESSWIRE / August 19, 2014 / Choice Gold Corp. (“Choice”, CSE:CHF), Full Metal Minerals Ltd. ("Full Metal", TSX-V:FMM) and 0999279 B.C. Ltd. (“IEC Spinco”, a former subsidiary of International Enexco Ltd.) are pleased to provide an update on the proposed business combination (the “Business Combination”) to form Copperbank Resources Corp. (“Copperbank”) (see press releases dated March 19, 2014 and June 3, 2014) as contemplated by the arrangement agreement between Choice, Full Metal and IEC Spinco entered into on June 3, 2014 (the “Arrangement Agreement”).
Choice is pleased to announce that it has closed the initial tranche of a proposed $2,000,000 non-brokered financing (the “Offering”) raising gross proceeds of $1,589,995 through the sale of an aggregate of 79,499,750 subscription receipts at a price of $0.02 per subscription receipt (each a “Subscription Receipt”). The proceeds of the Offering will be held in escrow pending satisfaction of conditions precedent to the completion of the Business Combination (the “Release Conditions”) on or before October 15, 2014, following which each Subscription Receipt will be deemed to be exchanged, without payment of additional consideration, for one unit (each a “Unit”).
“This initial financing is the first step of Copperbank’s objective to create an aggregator of advanced-stage copper deposits with established resources,” said Gianni Kovacevic, CEO of Choice Gold Corp. “We look forward to distribution of our information circular and receiving shareholder approval for this exciting new venture.”
Each Unit will consist of one common share of Choice and one share purchase warrant (a “Warrant”). Each whole Warrant will be exercisable into one additional common share of Choice at a price of $0.10 per share for a period of five years. All of the securities issued in the Offering are subject to a hold period expiring on the earlier of the completion of the Business Combination and December 20, 2014.
Should the Business Combination not be completed by October 15, 2014 (the “Release Deadline”), the subscribers may elect to cancel the Subscription Receipts and have funds returned. In the absence of such an election, the Subscription Receipts will be automatically cancelled and all funds held in escrow will be automatically returned to subscribers on the date which is 15 business days following the Release Deadline. In the event that the Release Conditions are met after the Release Deadline but before the cancellation of Subscription Receipts, at the written election of Choice, Full Metal IEC Spinco, the Subscription Receipts will be exchanged for Units and the applicable subscription funds will be released to Choice.
Each party has waived the minimum $2.0 million financing as a condition to the completion of the Business Combination. The parties have agreed that the gross proceeds of this initial tranche of the Offering shall be sufficient to satisfy the condition precedent within the Arrangement Agreement, in the event that Choice is unable to close subsequent tranches.
Aggregate finder’s fees of $117,599.60 in cash and 5,879,980 Warrants will be paid in connection with the Offering upon completion of the Business Combination. The proceeds of the Offering, once released from escrow, will be utilized to further Copperbank’s business objective of further consolidating copper development assets, for general and administrative expenses and for working capital.
Full Metal has received certain of the third party consents from underlying property owners for the Pyramid Copper Project, which are required for the completion of the Business Combination. Full Metal continues to finalize the remaining outstanding consents which are expected to be received shortly.
The completion of the Business Combination remains subject to the receipt of outstanding third party consents, approval by the securityholders of each of Choice, Full Metal and IEC Spinco, the approval of the TSX Venture Exchange and the Canadian Securities Exchange, as well as the approval of the Supreme Court of British Columbia. There can be no assurance that the Business Combination will be completed as proposed or at all.
The Arrangement Agreement is available on SEDAR at http://www.sedar.com/ under the profiles of each of IEC Spinco, Choice and Full Metal. Additional details concerning the Business Combination will be provided in the joint management information circulars of IEC Spinco, Choice, and Full Metal, to be filed on SEDAR and mailed to each company’s respective securityholders . The Business Combination will be subject to the approval of 66-2/3% of the shares voted by IEC Spinco, Full Metal and Choice shareholders who vote at their respective meetings.
The Business Combination is expected to be completed on or before October 15, 2014.
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of IEC Spinco, Choice or Full Metal. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
On behalf of Choice Gold Corp.
President and CEO
On behalf of Full Metals Minerals Ltd.
President and CEO
On behalf of 0999279 B.C. Ltd.
"G. Arnold Armstrong”
President & CEO
Choice Gold Corp.
J. Gianni Kovacevic
Cautionary Statements: Completion of the Business Combination is subject to a number of conditions, including regulatory approval, shareholder approvals and approval of the British Columbia Supreme Court. There can be no assurance that the Business Combination will be completed as proposed or at all. Investors are cautioned that, except as disclosed in the Joint Management Information Circular to be prepared in connection with the Business Combination, any information released or received with respect to the Business Combination may not be accurate or complete and should not be relied upon. Trading in the securities of exploration and development stage resource companies should be considered highly speculative.
Certain information regarding Choice, IEC Spinco and Full Metal, including management's assessment of future plans and operations including the completion of the Busness Combination, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with fixed exchange ratios, the potential for the Business Combination to be terminated, including as a result of a material adverse change in any of Choice, Full Metal or IEC Spinco, volatility of prices, currency fluctuations and ability to access sufficient capital. Although Choice, Full Metal and IEC Spinco believe the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. For more information on each of Choice, Full Metal and IEC Spinco and the risks and challenges of their businesses, investors should review their annual filings that are available at www.sedar.com.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Source: Choice Gold Corp.
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