PRESS RELEASE / DATED August 14, 2008
Maximus and NFX announce Maximus? Vesting in Larder Lake Gold
Project
Longueuil, Quebec and Toronto, Ontario:
August 14, 2008. Maximus Ventures Ltd.
("Maximus") (TSX.V: MXV) and NFX Gold Inc.
("NFX") (TSX.V: NFX) are pleased to announce that Maximus
has completed its
earn-in of a 60% interest in the Cheminis, Bear Lake
and Fernland projects and a 45% interest in the
Barber Larder project, which together comprise the Larder Lake Gold Project
located in northeastern Ontario. NFX retains a 40% and 55%
interest, respectively, in these projects.
?The vesting by Maximus
of its ownership in the Larder Lake Gold Project was a crucial step leading to
the decision to combine NFX and Maximus? said
Francois Viens, President and CEO of Maximus.
Larder Lake Gold
Project
The Larder Lake Gold Project covers a
seven-kilometer strike length of the Cadillac-Larder
Lake break, a prolific
gold-bearing structure. The Larder
Lake Gold Project lies two kilometers west of the former Kerr Addison Mine, a
world class past producer of approximately 11 million ounces of gold between
1938 and 1996. In 2007, Maximus discovered a
significant new zone of gold mineralization at Bear Lake,
where drill holes intercepted significant gold mineralization of both the
?flow? and ?carbonate? types, the former being the major host of gold at the
Kerr-Addison Mine. In 2008, Maximus continues an
aggressive 43,000 meter drill program started in 2007, designed to expand the Bear Lake
mineralized zone and to explore additional promising targets along strike. Three diamond drills are currently
active at the Bear
Lake project.
Under the terms of the option agreement between
Maximus and NFX, Maximus
had the right to earn a 60% interest in NFX?s 100% interest in the Cheminis, Bear Lake and Fernland
projects and its then 75% interest in the Barber
Larder project by incurring a total of $6 million in exploration expenditures
by December 31, 2008. This expenditure requirement was met as of June 30, 2008.
NFX has reviewed and approved Maximus? expenditure
obligations.
NFX-Maximus Merger
As announced on June 13 and July 29, 2008, Maximus
and NFX have entered into a
definitive arrangement agreement providing for the acquisition by NFX of all
outstanding common shares of Maximus (the ?Business
Combination?) in consideration of which each shareholder of Maximus
will receive one (1) common share of NFX pursuant to a plan of arrangement under the Business Corporations
Act (British Columbia) (the "Arrangement"). Currently, Maximus has
approximately 74 million common shares issued and outstanding while NFX has
approximately 53 million common shares issued and outstanding. Based on the one for one
share exchange ratio, the Maximus and NFX
shareholders will own approximately 58% and 42%, respectively, of the combined
common shares outstanding. The Arrangement must be approved by two-thirds of the votes cast by
shareholders present and voting at the special meeting of Maximus
shareholders called to consider the Arrangement.
?The combined company will be larger and better positioned to exploit
the tremendous upside potential of the Larder Lake Gold Project?, Mr. Viens
added.
NFX will hold a special meeting (the ?NFX Meeting?) of its shareholders
to consider, among other things, the issuance of the shares to the Maximus shareholders as consideration for the Arrangement
and a two (2) for one (1) consolidation of the common shares of NFX following
the closing of the Arrangement (the ?Share Consolidation?), subject to the
board of directors? discretionary authority to implement the Share
Consolidation. Upon the closing of the Business Combination, approximately
127,966,114 common shares of NFX will be issued and outstanding, with a further
17,860,466 common shares reserved for issuance upon exercise of outstanding
options and warrants. Assuming completion of the Share Consolidation, the
number of common shares of NFX outstanding at such time will be half the number
of such outstanding common shares immediately prior to the Share Consolidation.
The Share Consolidation is subject to the approval of the TSX Venture Exchange
and of two-thirds of the votes cast by shareholders present and voting at the
NFX Meeting.
Maximus and NFX currently expect to hold
their respective shareholder meetings on September 11, 2008 and to close the
transaction on or about September 16, 2008.
The completion of the Business Combination is subject to the approval of
the Supreme Court of British Columbia, the TSX Venture Exchange and all
applicable regulatory authorities, and is further subject to other customary
conditions set out in the arrangement agreement.
Forward-looking Statements
This news
release contains certain "forward-looking statements". All
statements, other than statements of historical fact, that address activities,
events or developments that Maximus and NFX believes,
expects or anticipates will or may occur in the future, are forward-looking
statements. These forward-looking statements reflect the current internal
projections, expectations or beliefs of management of Maximus
and NFX based on information currently available to them. Forward-looking
statements are subject to a number of known and unknown risks and uncertainties
beyond Maximus and NFX?s control including
uncertainties related to the completion of the proposed business combination,
potential mineralization, exploration results, completion of work program, and
availability of equipment
necessary for the drilling program and future plans and objectives of the companies. Resource
exploration, development and operations are highly speculative, characterized
by a number of significant risks, which even a combination of careful
evaluation, experience and knowledge may not eliminate, including, among other
things, unprofitable efforts resulting not only from the failure to discover
mineral resources but from finding mineral deposits which, though present, are
insufficient in quantity and quality to return a profit from production. There
can be no assurance that such statements will prove to be accurate and actual
results could differ materially from those suggested by these forward-looking
statements for various reasons discussed from time to time in filings made by
the companies with securities regulatory authorities. All forward-looking statements herein are
qualified by this cautionary statement. Accordingly, readers should not place
undue reliance on forward-looking statements. Maximus
and NFX undertakes no obligation to update publicly or otherwise revise any
forward-looking statements, except as may be required by law.
For further information please contact:
Francois Viens
President
and CEO
Maximus Ventures Ltd.
Tel: 450-677-1009
Fax: 450-677-2601
www.maximusventures.com
|
Gerri Paxton/Louise Quinn
Investor
Relations
Maximus Ventures Ltd.
Tel: 450-677-2054/677-3523
gpaxton@maximusventures.com
lquinn@maximusventures.com
|
Thomas G. Larsen
President and CEO
NFX Gold Inc.
Tel: 416-360-8006
Fax: 416-361-1333
Toll Free: 800-360-8006
www.nfxgold.com
|
The TSX Venture Exchange does not
accept responsibility for the adequacy or accuracy of this release.