Welcome!

News Feed Item

Full Metal Signs LOI with International Enexco and Choice Gold to Consolidate Copper Assets

VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/19/14 -- Full Metal Minerals Ltd. (TSX VENTURE:FMM) ("Full Metal") is pleased to announce that it has entered into a tripartite letter of intent ("LOI") with International Enexco Inc. ("IEC") and Choice Gold Corp. ("Choice") to consolidate the Contact and Pyramid Copper Projects located in Nevada and Alaska, respectively (the "Copper Projects").

Pursuant to the transactions contemplated by the LOI, Choice is to raise no less than $2 million (the "Financing") and acquire the Copper Projects. The Full Metal shareholders are expected to own approximately 19% of the combined company, which is expected to be renamed CopperBank Resources Corp. ("CopperBank"), with the shareholders of Choice and IEC and the subscribers to the private placement owning approximately 6%, 60% and 16% of CopperBank, respectively. In addition, the LOI contemplates the issuance to the shareholders of Full Metal and IEC and the subscribers to the Financing of five year warrants to purchase a full CopperBank share at a price of $0.10.

The consideration contemplated under the LOI to be received by Full Metal shareholders represents an implied bid of $0.0417 per share(1) of Full Metal, based upon the anticipated financing price of $0.02 per share of Choice. This represents a 178% premium to Full Metal's closing share price on the TSX Venture Exchange on March 19, 2014, and a premium of 153% to the trailing 20-day volume weighted average price of Full Metal as of March 19, 2014.

(1) includes the value of the Warrants, valued using black-scholes inputs of 1.5% risk free rate and 50% volatility.

It is also anticipated that CopperBank will complete a five for one share consolidation upon closing of the transaction. Full Metal's contribution to this transaction is only contemplated to include the subsidiary holding the Pyramid Copper Project. IEC's contribution to this transaction is only contemplated to include the subsidiary holding the Contact Project; IEC's uranium and other assets will not form part of the contemplated transaction.

Transaction Benefits

Full Metal believes that, if completed, the transaction will result in significant benefits to its shareholders, including:

--  An interest in multiple copper exploration and development assets in
    excellent mining jurisdictions, providing shareholders with excellent
    leverage to copper. 
--  Exposure to the advanced Contact Copper Project in Northern Nevada that
    has demonstrated strong economics at today's copper prices. 
--  Funding of a minimum $2 million through the financing of CopperBank by
    Choice at the time of closing of the transaction.

Rob McLeod, CEO & Director of Full Metal stated: "We believe this transaction offers excellent benefits to Full Metal shareholders. Not only will shareholders be a part of a new, aggressive consolidation platform with funding in place, but they will also gain exposure to the advanced stage Contact heap leach project in Nevada, bringing balance to the exploration-oriented Pyramid deposit. I look forward to working with our incoming partners to build a strong and dynamic new copper company."

The LOI provides an exclusivity period for the structuring and negotiation of definitive agreements for the transaction, and is otherwise non-binding. If FMM or IEC terminates the LOI to pursue a superior proposal transaction and completes a transaction with the party that made the superior proposal within 12 months of such termination, then the terminating party will be required to pay a termination fee equal to $50,000 to each of Choice and the other party.

Anticipated key conditions precedent for the transaction:

--  Completion of due diligence by each of the parties and execution of
    binding, definitive agreements; 
--  Approval by the shareholders of Full Metal, IEC, and Choice; 
--  Completion of the Financing; 
--  Approval of applicable regulatory authorities including the CSE and TSX
    Venture Exchange; 
--  Completion of the transaction between IEC and Denison Mines Corp.
    ("Denison") announced by IEC today, pursuant to which Denison will
    acquire all of the issued and outstanding common shares of IEC (the
    Enexco US subsidiary holding the Contact Copper Project will not be
    acquired by Denison);

It is anticipated that the Board of Directors of CopperBank will be comprised of Brad Armstrong, Dan Frederiksen and Todd Hilditch from IEC, along with Rob McLeod from Full Metal, and Gianni Kovacevic from Choice. It is expected that Rob McLeod will be appointed CEO of CopperBank and Bill Willoughby will be appointed President.

About Full Metal

Full Metal is a TSX-V listed generative exploration company focusing on precious and base metal projects in Alaska.

ON BEHALF OF THE BOARD OF DIRECTORS

Robert McLeod, CEO, VP Exploration and Director

The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.

Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release regarding the transaction contemplated by the LOI may constitute "forward-looking statements" within the meaning of Canadian securities legislation. In making such forward-looking statements, Full Metal has applied certain factors and assumptions that the Company believes are reasonable, including that binding, definitive agreements will be entered into, due diligence will be satisfactorily completed and required regulatory and shareholder approvals of the proposed transaction will be obtained and that the other conditions to completion of the transaction will be satisfied. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, the risk that binding, definitive agreements will not be entered into, that the due diligence of one or more parties will not be satisfactorily completed, delays in obtaining or inability to obtain required regulatory and shareholder approvals and inability to satisfy the other conditions to closing. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.

Contacts:
Full Metal Minerals Ltd.
Rob McLeod
604-484-7855
604-484-7155 (FAX)
[email protected]
www.fullmetalminerals.com

More Stories By Marketwired .

Copyright © 2009 Marketwired. All rights reserved. All the news releases provided by Marketwired are copyrighted. Any forms of copying other than an individual user's personal reference without express written permission is prohibited. Further distribution of these materials is strictly forbidden, including but not limited to, posting, emailing, faxing, archiving in a public database, redistributing via a computer network or in a printed form.

Latest Stories
Recently, REAN Cloud built a digital concierge for a North Carolina hospital that had observed that most patient call button questions were repetitive. In addition, the paper-based process used to measure patient health metrics was laborious, not in real-time and sometimes error-prone. In their session at 21st Cloud Expo, Sean Finnerty, Executive Director, Practice Lead, Health Care & Life Science at REAN Cloud, and Dr. S.P.T. Krishnan, Principal Architect at REAN Cloud, will discuss how they bu...
Nordstrom is transforming the way that they do business and the cloud is the key to enabling speed and hyper personalized customer experiences. In his session at 21st Cloud Expo, Ken Schow, VP of Engineering at Nordstrom, will discuss some of the key learnings and common pitfalls of large enterprises moving to the cloud. This includes strategies around choosing a cloud provider(s), architecture, and lessons learned. In addition, he’ll go over some of the best practices for structured team migrat...
SYS-CON Events announced today that Datera will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Datera offers a radically new approach to data management, where innovative software makes data infrastructure invisible, elastic and able to perform at the highest level. It eliminates hardware lock-in and gives IT organizations the choice to source x86 server nodes, with business model option...
With major technology companies and startups seriously embracing Cloud strategies, now is the perfect time to attend 21st Cloud Expo October 31 - November 2, 2017, at the Santa Clara Convention Center, CA, and June 12-14, 2018, at the Javits Center in New York City, NY, and learn what is going on, contribute to the discussions, and ensure that your enterprise is on the right path to Digital Transformation.
Coca-Cola’s Google powered digital signage system lays the groundwork for a more valuable connection between Coke and its customers. Digital signs pair software with high-resolution displays so that a message can be changed instantly based on what the operator wants to communicate or sell. In their Day 3 Keynote at 21st Cloud Expo, Greg Chambers, Global Group Director, Digital Innovation, Coca-Cola, and Vidya Nagarajan, a Senior Product Manager at Google, will discuss how from store operations...
Infoblox delivers Actionable Network Intelligence to enterprise, government, and service provider customers around the world. They are the industry leader in DNS, DHCP, and IP address management, the category known as DDI. We empower thousands of organizations to control and secure their networks from the core-enabling them to increase efficiency and visibility, improve customer service, and meet compliance requirements.
Digital transformation is changing the face of business. The IDC predicts that enterprises will commit to a massive new scale of digital transformation, to stake out leadership positions in the "digital transformation economy." Accordingly, attendees at the upcoming Cloud Expo | @ThingsExpo at the Santa Clara Convention Center in Santa Clara, CA, Oct 31-Nov 2, will find fresh new content in a new track called Enterprise Cloud & Digital Transformation.
SYS-CON Events announced today that NetApp has been named “Bronze Sponsor” of SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. NetApp is the data authority for hybrid cloud. NetApp provides a full range of hybrid cloud data services that simplify management of applications and data across cloud and on-premises environments to accelerate digital transformation. Together with their partners, NetApp emp...
SYS-CON Events announced today that N3N will exhibit at SYS-CON's @ThingsExpo, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. N3N’s solutions increase the effectiveness of operations and control centers, increase the value of IoT investments, and facilitate real-time operational decision making. N3N enables operations teams with a four dimensional digital “big board” that consolidates real-time live video feeds alongside IoT sensor data a...
Cloud Expo, Inc. has announced today that Andi Mann and Aruna Ravichandran have been named Co-Chairs of @DevOpsSummit at Cloud Expo Silicon Valley which will take place Oct. 31-Nov. 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. "DevOps is at the intersection of technology and business-optimizing tools, organizations and processes to bring measurable improvements in productivity and profitability," said Aruna Ravichandran, vice president, DevOps product and solutions marketing...
The dynamic nature of the cloud means that change is a constant when it comes to modern cloud-based infrastructure. Delivering modern applications to end users, therefore, is a constantly shifting challenge. Delivery automation helps IT Ops teams ensure that apps are providing an optimal end user experience over hybrid-cloud and multi-cloud environments, no matter what the current state of the infrastructure is. To employ a delivery automation strategy that reflects your business rules, making r...
Smart cities have the potential to change our lives at so many levels for citizens: less pollution, reduced parking obstacles, better health, education and more energy savings. Real-time data streaming and the Internet of Things (IoT) possess the power to turn this vision into a reality. However, most organizations today are building their data infrastructure to focus solely on addressing immediate business needs vs. a platform capable of quickly adapting emerging technologies to address future ...
As people view cloud as a preferred option to build IT systems, the size of the cloud-based system is getting bigger and more complex. As the system gets bigger, more people need to collaborate from design to management. As more people collaborate to create a bigger system, the need for a systematic approach to automate the process is required. Just as in software, cloud now needs DevOps. In this session, the audience can see how people can solve this issue with a visual model. Visual models ha...
Enterprises are adopting Kubernetes to accelerate the development and the delivery of cloud-native applications. However, sharing a Kubernetes cluster between members of the same team can be challenging. And, sharing clusters across multiple teams is even harder. Kubernetes offers several constructs to help implement segmentation and isolation. However, these primitives can be complex to understand and apply. As a result, it’s becoming common for enterprises to end up with several clusters. Thi...
SYS-CON Events announced today that Avere Systems, a leading provider of hybrid cloud enablement solutions, will exhibit at SYS-CON's 21st International Cloud Expo®, which will take place on Oct 31 – Nov 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. Avere Systems was created by file systems experts determined to reinvent storage by changing the way enterprises thought about and bought storage resources. With decades of experience behind the company’s founders, Avere got its ...