NEWS RELEASE July 16, 2008
Not for distribution to U.S. newswire services or for dissemination
in the United States or to United States persons
SHAREHOLDERS APPROVE PRIVATE PLACEMENT AND SHARE CONSOLIDATION
AND MANAGEMENT CHANGES ANNOUNCED
Toronto, Ontario ? Geoinformatics Exploration Inc. (TSX-V: GXL) (?Geoinformatics? or the ?Company?) is pleased to announce that its shareholders have approved the $25 million private placement with Geologic Resource Partners LLC (?GRP?) at the Company?s annual and special meeting of shareholders held in Toronto, Ontario on July 11, 2008. Minority shareholders (excluding GRP) voted 92% in favour of the transaction. Closing of the private placement, which is subject to the completion of due diligence and documentation, is expected to occur prior to the end of July. Shareholders also overwhelmingly approved a special resolution to consolidate the issued and outstanding common shares of the Company of the basis of one new common share for each ten existing common shares, which will occur following the closing of the GRP private placement.
GRP is the investment manager for a family of Geologic Resource funds (collectively ?GRF?), which currently hold 24.1 million common shares of Geoinformatics (approximately 17.4% of the common shares outstanding). Under the GRP private placement, GRP will subscribe for 156.25 million common shares of Geoinformatics at a price of $0.16 per share and, upon completion, GRF and GRP, collectively, will hold 180.3 million common shares of the Company, representing approximately 61.2% of the 294.8 million post-placement outstanding shares. Geoinformatics will have 29.5 million shares outstanding following completion of the GRP private placement and the share consolidation.
Geoinformatics will use the proceeds from the GRP private placement to repay the entire principal amount of the Company?s outstanding US$20 million secured debentures held by GRF, to advance the Company?s key resource projects and for working capital.
Shareholders re-elected Mr. Kevin L. Snook, Dr. Nicholas Archibald, Dr. Michael Etheridge, Ms. Rosie Moore and Mr. John Kanellitsas as directors of the Company. Ms. Moore and Mr. Kanellitsas joined the Company?s board of directors on June 11, 2008 in connection with the announcement of the GRP private placement.
Shareholders also approved appointment of the Company's auditors, McGovern, Cunningham, Hurley, LLP, and the re-approval of the amendment of the Company?s 2004 Amended and Restated Stock Option Plan.
As part of an ongoing strategic review, the Geoinformatics? board of directors has reached a decision to focus the Company?s activities on development of the current North America project portfolio, primarily the Whistler Project in Alaska and the La Noria Project in Mexico. As part of this process, the Company?s operations will be consolidated in Vancouver. Dr. Archibald, Geoinformatics? Chief Executive Officer has advised the board that he will step down to ensure the Company has a North American-based CEO to lead the project development initiative. Mr. Snook, the Company?s Chairman, will assume the role of CEO, and Dr. Archibald will remain as Executive Vice Chairman for an interim period to assist in the formulation of a business plan for the longer-term development of the Company?s geo-science capabilities. In addition, Mr. Darren Holden, the Company?s Executive Vice President, Operations, will assume the role of Chief Operating Officer, while retaining his responsibilities for exploration and development of the Company?s projects.
About Geoinformatics
Geoinformatics is a North American-focused minerals exploration company which has developed a unique approach to exploration applying innovative and proprietary technology.
The Company announced an independent NI 43-101-compliant mineral resource estimate with an Indicated Resource of 840,000 ounces of gold and an Inferred Resource of 2.7 million ounces on the initial discovery zone at the Whistler Project in southern Alaska. The Indicated category contains 30 million tonnes grading 0.87 g/t gold, 2.46 g/t silver and 0.24% copper and the Inferred category contains 155 million tonnes grading 0.62 g/t gold, 2.15 g/t silver and 0.19% copper. Significant copper and silver mineralization increases the Indicated gold-equivalent mineral resource to 1.3 million ounces and the Inferred mineral resource to 4.4 million ounces.
Geoinformatics is also actively exploring several advanced projects located in Sonora (Mexico), Utah, the Cortez Trend region of Nevada, and British Columbia. Geoinformatics has an extensive portfolio of other direct and indirect property interests, joint ventures, and royalties covering a wide range of minerals in Mexico, Australia, New Zealand and North America.
For Further Information Please Contact:
Mr. Kevin L. Snook Ms. Petra Decher
Chairman President & Chief Financial Officer
Tel: 416-861-1300 x226 Tel: 416-861-1300 x225
Email: kevins@geoinformex.com Email: petrad@geoinformex.com
Geoinformatics Exploration Inc.
330 Bay Street, Suite 1109
Toronto, Ontario M5H 2S8
www.geoinformex.com
This news release includes certain forward-looking statements concerning the future performance of Geoinformatics? business, operations and financial performance and condition, as well as management?s objectives, strategies, beliefs and intentions. Forward-looking statements are frequently identified by such words as ?may?, ?will?, ?plan?, ?expect?, ?anticipate?, ?estimate?, ?intend? and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks and the availability of financing, as described in more detail in Geoinformatics? securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward-looking statements and the reader is cautioned against placing undue reliance thereon. We assume no obligation to revise or update these forward-looking statements.
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.