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Re: News Archive - Friday, June 12, 2009
RIMFIRE AND GEOINFORMATICS ENTER INTO DEFINITIVE AGREEMENT TO
COMBINE
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Rimfire Minerals Corporation, TSX-V: RFM ("Rimfire") and Geoinformatics
Exploration Inc., TSX-V: GXL ("Geoinformatics") are pleased to announce
that the companies have entered into a definitive Acquisition Agreement
(the "Agreement") through which the companies intend to combine (the
"Transaction") by way of plan of arrangement to create a well managed
exploration company with an extensive property portfolio including the
flagship Whistler Project in Alaska.
Major aspects of the Agreement were jointly announced when the
companies entered into the letter of intent on May 26, 2009. Full
details of the transaction including the terms of the Agreement, will
be included in separate information management circulars that are
expected be mailed to shareholders of Rimfire and Geoinformatics on or
about July 2, 2009. Both companies plan to hold special meetings of
shareholders to approve the transaction and related matters on or about
July 30, 2009. The transaction is subject to all requisite regulatory
and court approvals as well as shareholder approvals. Shareholders of
record as of June 20, 2009 will receive ballots by mail to vote either
in person or by proxy representation at the meetings. At least 66 2/3%
of the votes cast by the Rimfire shareholders and a majority of the
votes cast by Geoinformatics shareholders are needed to approve the
transaction and related matters.
The Acquisition Agreement was unanimously approved by the boards of
directors of both Rimfire and Geoinformatics and both boards recommend
that their respective shareholders vote in favour of the transaction.
Geologic Resource Partners LLC, which holds approximately 84.88% of the
issued and outstanding common share of Geoinformatics, has entered into
a lockup agreement to vote in favour of the Transaction and related
matters. Senior officers and members of the Board of Directors of
Rimfire have also entered into lockup agreements, comprising
approximately 12% of the issued and outstanding common shares of
Rimfire, to vote in favour of the Transaction.
Haywood Securities Inc. is acting as financial advisor to
Geoinformatics and has provided an opinion to the board of directors of
Geoinformatics that, subject to certain assumptions and limitations set
out therein, the proposed Transaction is fair, from a financial point
of view to Geoinformatics shareholders. Research Capital Corporation
is acting as financial advisor to Rimfire and has provided an opinion
to the board of directors of Rimfire that, subject to certain
assumptions and limitations set out therein, the consideration to be
received by the shareholders of Rimfire is fair from a financial point
of view. Cassels Brock & Blackwell LLP is acting as legal advisor to
Geoinformatics and Fraser Milner Casgrain LLP is acting as legal
advisor to Rimfire.
ABOUT GEOINFORMATICS
Geoinformatics' assets include an extensive property portfolio in
Alaska, British Columbia, Ontario, Mexico and Nevada plus approximately
45% interest in Australia-based Clancy Exploration Ltd (ASX:CLY). The
flagship wholly-owned Whistler Project in Alaska is situated within the
same geological belt that hosts the world class Pebble copper-gold
porphyry deposit and hosts a significant NI43-101 gold-copper resource.
ABOUT RIMFIRE
Rimfire is a precious and base metals exploration company exploring in
western North America and Australia, using the joint-venture business
model to advance projects through partnerships with industry majors.
Rimfire and partners are exploring a strong property portfolio of 15
gold and copper-gold projects including a large land package on trend
and surrounding the Pogo Gold Mine in Alaska, a large claim position in
the Quesnel Trough region (recently optioned to Xstrata Canada) and an
earn-in on three properties covering key ground on trend with
Northgate's Stawell Gold Mine in Australia. Since publicly listing in
1999, Rimfire has exposed shareholders to in excess of CAD$35 million
in exploration, 85% of which has been funded by partners. Rimfire
currently has a treasury of approximately CAD$5.3 million.
FOR FURTHER INFORMATION:
Rimfire Minerals Corporation
Mr. Jason Weber, President & CEO, Tel: (604) 669-6660 ext 237
Mr. Patrick Moodie, Manager, Corporate Communications, Tel: (604)
669-6660 ext 236
Email: info@rimfire.ca
Rimfire Minerals Corporation
Suite 1350 -- 650 West Georgia Street, Vancouver, British Columbia, V6B
4N9
www.rimfireminerals.com
Geoinformatics Exploration Inc.
Ms. Rosie Moore, Chief Executive Officer, Tel: (604) 925-5881
Mr. Darren Holden, Chief Operating Officer, Tel: (604) 605-3073
Email: info@geoinformex.com
Suite 303 -- 80 Richmond St. West, Toronto, Ontario, M5H 2A4
Suite 304 -- 700 West Pender Street, Vancouver, British Columbia, V6C
1G8
www.geoinformex.com
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within the
meaning of applicable Canadian securities legislation and United States
securities laws. Forward-looking information includes, but is not
limited to, information concerning the proposed business combination
between Geoinformatics and Rimfire and matters relating thereto.
Generally, forward-looking information can be identified by the use of
forward-looking terminology such as "plans", "expects", or "does not
expect", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "does not anticipate", or
"believes" or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "would", "might", or
"will be taken", "occur", or "be achieved". Forward-looking information
is based on the opinions and estimates of management at the date the
information is made, and is based on a number of assumptions and
subject to a variety of risks and uncertainties and other factors that
could cause actual events or results to differ materially from those
projected in the forward-looking information. Assumptions upon which
such forward-looking information is based include, without limitation,
that the shareholders of Geoinformatics and Rimfire will approve the
transaction, that all required third party regulatory and governmental
approvals to the transaction will be obtained and all other conditions
to completion of the transaction will be satisfied or waived. Many of
these assumptions are based on factors and events that are not within
the control of Geoinformatics or Rimfire and there is no assurance they
will prove to be correct. Factors that could cause actual results to
vary materially from results anticipated by such forward-looking
information include changes in market conditions, variations in ore
grade or recovery rates, risks relating to international operations,
fluctuating metal prices and currency exchange rates, changes in
project parameters, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes and other risks of
the mining industry, the business of the companies not being integrated
successfully or such integration proving more difficult, time consuming
or costly than expected as well as those risk factors discussed in
Geoinformatics' management discussion and analysis for the period ended
March 31, 2009 and Rimfire's Annual Information Form on Form 20-F for
the year ended January 31, 2009, available at www.sedar.com. Although
Geoinformatics and Rimfire have attempted to identify important factors
that could cause actual actions, events or results to differ materially
from those described in forward-looking information, there may be other
factors that cause actions, events or results not to be anticipated,
estimated or intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Geoinformatics and Rimfire undertake no obligation to
update forward-looking information if circumstances or management's
estimates or opinions should change except as required by applicable
securities laws. The reader is cautioned not to place undue reliance on
forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
Neither the TSX Venture Exchange nor its Regulation Service Provider
(as that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
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Copyright (c) 2009 RIMFIRE MINERALS CORPORATION (RFM) All rights
reserved. For more information visit our website at
http://www.rimfire.ca/ or send mailto:info@rimfire.ca
Message sent on Fri Jun 12, 2009 at 6:57:48 AM Pacific Time
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VanEck Vectors Global Alternative Energy ETF
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CODE : RFM.V |
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ProfilIndicateurs de MarchéVALEUR : Projets & res.Communiqués de PresseRapport annuelRISQUE : Profile actifsContactez la cie |
Rimfire Min. est une société d’exploration minière basée au Canada. Rimfire Min. est cotée au Canada et aux Etats-Unis D'Amerique. Sa capitalisation boursière aujourd'hui est 24,7 millions (22,8 millions US$, 15,8 millions €). La valeur de son action a atteint son plus haut niveau récent le 31 décembre 2002 à 7,50 , et son plus bas niveau récent le 31 décembre 2002 à 0,06 . Rimfire Min. possède 47 442 200 actions en circulation. |