PRESS RELEASE / DATED September 16, 2008
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,
Qu�bec: September 16, 2008.� Maximus Ventures Ltd. ("Maximus") (TSX.V: MXV) and NFX Gold Inc.
("NFX") (TSX.V: 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-V: 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), Fran�ois 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. Fran�ois 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 Sauv�, 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. Sauv� 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.
For further information please contact:
Francois Viens
President and CEO
Bear Lake Gold Ltd.
Tel: 450-677-1009
Fax: 450-677-2601
www.maximusventures.com
|
Gerri Paxton/Louise Quinn
Investor
Relations
Bear Lake Gold Ltd.
Tel: 450-677-2054/677-3523
gpaxton@maximusventures.com
lquinn@maximusventures.com
|
Thomas G. Larsen
Vice Chairman
Bear Lake Gold Ltd.
Tel: 416-360-8006
Fax: 416-361-1333
Toll Free: 800-360-8006
www.nfxgold.com
|
The TSX Venture Exchange has neither approved
nor disapproved of the contents of this news release.