|By Marketwired .||
|March 19, 2014 06:10 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/19/14 -- Choice Gold Corp. (CSE:CHF) ("Choice") is pleased to announce that it has entered into a tripartite Letter of Intent ("LOI") with International Enexco Inc. ("IEC") and Full Metal Minerals Ltd. (TSX VENTURE:FMM) ("Full Metal") to consolidate prospective copper assets in low-risk jurisdictions. Pursuant to the LOI, each Full Metal shareholder will receive 2.0 common shares of Choice and 1.0 listed share purchase warrant of Choice (each whole warrant a "Warrant"), with each Warrant exercisable for 5 years at a price of $0.10 per share (together, the "Full Metal Consideration") in exchange for the acquisition of Full Metal Minerals (U.S.A.) Inc. ("Full Metal US"), the wholly owned subsidiary of Full Metal that holds the Pyramid Copper Project in Alaska. Concurrently, each IEC shareholder will receive 8.8 common shares of Choice and 4.4 Warrants (collectively, the "Transaction") in exchange for the acquisition of Enexco International Inc. ("Enexco US"), the wholly owned subsidiary of IEC that holds the Contact Copper Project located in Nevada. It is anticipated that Choice will be renamed CopperBank Resources Corp. ("CopperBank") and complete a five for one share consolidation upon closing of the Transaction. In addition, prior to the completion of the Transaction, Choice is to complete a financing no less than $2 million for CopperBank. Together, CopperBank will hold both the Contact and Pyramid Copper Projects located in Nevada and Alaska respectively.
Simultaneously, IEC has entered into a separate Letter of Intent with Denison Mines Corp. ("Denison") pursuant to which Denison will acquire all of the issued and outstanding common shares of IEC save for the Enexco US subsidiary holding the Contact Copper Project.
Choice believes that the Transaction will result in numerous significant benefits to the shareholders of the company, including:
-- 100% ownership of 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. -- Exposure to the prospective Pyramid copper exploration project in Alaska
Gianni Kovacevic, Choice Gold's Chairman states: "We are pleased to present this exciting, and in our minds timely opportunity, to our collective shareholder base. By creating this business model we aim to satisfy a consolidation demand from our global pool of natural resource investors and at the same time offer investors an efficient and well managed vehicle leveraged to higher copper prices. Furthermore, with our focused team we will work hard to create additional shareholder value by aggressively assessing various other projects available at this time. We see projects both inside and outside the public markets valued at less than the dollars put in the ground to delineate them, let alone their underlying net asset values. This is a great opportunity."
Key Conditions Precedent for the Choice Transaction:
-- Approval by the shareholders of Choice, IEC and Full Metal; -- Choice shall have completed a financing for $2 million into CopperBank; and -- Approval of applicable regulatory authorities including the CSE and TSX Venture Exchange;
Choice expects the Full Metal Transaction will take place by way of an asset purchase agreement or such other structure to be determined in a manner that is mutually agreeable from a tax perspective to Choice and Full Metal shareholders. Pursuant to the terms of the LOI, the Transaction is conditional upon a number of items, including, without limitation, the approval of the board of directors of each party and the entering into of a definitive Asset Purchase Agreement (the "FMM Purchase Agreement") between Choice and Full Metal for the sale of Full Metal US on the terms described above. Concurrently, Choice will enter into an Asset Purchase Agreement (the "IEC Purchase Agreement") with IEC for the sale of Enexco US on the terms described above. Full details of the Transaction will be included in the formal FMM Purchase Agreement, the IEC Purchase Agreement, and management information circular to be filed with regulatory authorities and mailed to shareholders in accordance with applicable securities laws. The Transactions will be subject to the approval of 66-2/3% of Choice, Full Metal, and IEC shareholders who vote at the meeting. The FMM Purchase Agreement and the IEC Purchase Agreement will provide that, if Choice, Full Metal or IEC completes an alternative transaction, within 12 months of this announcement, a breakup fee of $50,000 would be payable in certain conditions.
Upon completion of the Transactions, 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.
The Transactions are expected to be completed in June 2014 or such later date as the parties may mutually agree.
About Choice Gold
Choice Gold is a CSE (formerly CNSX) listed company in the business of acquiring and advancing late stage, high quality mineral deposits.
On behalf of the Board of Directors,
J. Gianni Kovacevic, Chairman
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Choice Gold Corp.'s (the "Company") current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Transaction, financing and certain corporate changes. Specifically, the LOI is subject to numerous conditions precedent to closing including shareholder approval, completion of a financing, and regulatory approvals. There are no assurances that all conditions precedent will be satisfied or waived or that the Transaction will be successfully completed on the terms and conditions contemplated herein or at all. Additionally, the LOI is subject to the Company completing an equity financing in an amount of $2 million and there are no assurances that the Company will be successful in completing such financing on commercially reasonable terms or at all.
The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Choice Gold Corp.
J. Gianni Kovacevic
Developing software for the Internet of Things (IoT) comes with its own set of challenges. Security, privacy, and unified standards are a few key issues. In addition, each IoT product is comprised of (at least) three separate application components: the software embedded in the device, the back-end service, and the mobile application for the end user’s controls. Each component is developed by a different team, using different technologies and practices, and deployed to a different stack/target –...
Sep. 30, 2016 11:15 AM EDT Reads: 1,562
What does it look like when you have access to cloud infrastructure and platform under the same roof? Let’s talk about the different layers of Technology as a Service: who cares, what runs where, and how does it all fit together. In his session at 18th Cloud Expo, Phil Jackson, Lead Technology Evangelist at SoftLayer, an IBM company, spoke about the picture being painted by IBM Cloud and how the tools being crafted can help fill the gaps in your IT infrastructure.
Sep. 30, 2016 11:15 AM EDT Reads: 3,080
One of biggest questions about Big Data is “How do we harness all that information for business use quickly and effectively?” Geographic Information Systems (GIS) or spatial technology is about more than making maps, but adding critical context and meaning to data of all types, coming from all different channels – even sensors. In his session at @ThingsExpo, William (Bill) Meehan, director of utility solutions for Esri, will take a closer look at the current state of spatial technology and ar...
Sep. 30, 2016 11:00 AM EDT Reads: 488
According to Forrester Research, every business will become either a digital predator or digital prey by 2020. To avoid demise, organizations must rapidly create new sources of value in their end-to-end customer experiences. True digital predators also must break down information and process silos and extend digital transformation initiatives to empower employees with the digital resources needed to win, serve, and retain customers.
Sep. 30, 2016 11:00 AM EDT Reads: 536
A strange thing is happening along the way to the Internet of Things, namely far too many devices to work with and manage. It has become clear that we'll need much higher efficiency user experiences that can allow us to more easily and scalably work with the thousands of devices that will soon be in each of our lives. Enter the conversational interface revolution, combining bots we can literally talk with, gesture to, and even direct with our thoughts, with embedded artificial intelligence, wh...
Sep. 30, 2016 11:00 AM EDT Reads: 3,987
Let’s face it, embracing new storage technologies, capabilities and upgrading to new hardware often adds complexity and increases costs. In his session at 18th Cloud Expo, Seth Oxenhorn, Vice President of Business Development & Alliances at FalconStor, discussed how a truly heterogeneous software-defined storage approach can add value to legacy platforms and heterogeneous environments. The result reduces complexity, significantly lowers cost, and provides IT organizations with improved efficienc...
Sep. 30, 2016 10:45 AM EDT Reads: 3,618
Businesses are struggling to manage the information flow and interactions between all of these new devices and things jumping on their network, and the apps and IT systems they control. The data businesses gather is only helpful if they can do something with it. In his session at @ThingsExpo, Chris Witeck, Principal Technology Strategist at Citrix, will discuss how different the impact of IoT will be for large businesses, expanding how IoT will allow large organizations to make their legacy ap...
Sep. 30, 2016 10:45 AM EDT Reads: 457
19th Cloud Expo, taking place November 1-3, 2016, at the Santa Clara Convention Center in Santa Clara, CA, will feature technical sessions from a rock star conference faculty and the leading industry players in the world. Cloud computing is now being embraced by a majority of enterprises of all sizes. Yesterday's debate about public vs. private has transformed into the reality of hybrid cloud: a recent survey shows that 74% of enterprises have a hybrid cloud strategy. Meanwhile, 94% of enterpri...
Sep. 30, 2016 10:45 AM EDT Reads: 4,478
Complete Internet of Things (IoT) embedded device security is not just about the device but involves the entire product’s identity, data and control integrity, and services traversing the cloud. A device can no longer be looked at as an island; it is a part of a system. In fact, given the cross-domain interactions enabled by IoT it could be a part of many systems. Also, depending on where the device is deployed, for example, in the office building versus a factory floor or oil field, security ha...
Sep. 30, 2016 10:45 AM EDT Reads: 753
Ask someone to architect an Internet of Things (IoT) solution and you are guaranteed to see a reference to the cloud. This would lead you to believe that IoT requires the cloud to exist. However, there are many IoT use cases where the cloud is not feasible or desirable. In his session at @ThingsExpo, Dave McCarthy, Director of Products at Bsquare Corporation, will discuss the strategies that exist to extend intelligence directly to IoT devices and sensors, freeing them from the constraints of ...
Sep. 30, 2016 10:45 AM EDT Reads: 2,758
In this strange new world where more and more power is drawn from business technology, companies are effectively straddling two paths on the road to innovation and transformation into digital enterprises. The first path is the heritage trail – with “legacy” technology forming the background. Here, extant technologies are transformed by core IT teams to provide more API-driven approaches. Legacy systems can restrict companies that are transitioning into digital enterprises. To truly become a lea...
Sep. 30, 2016 10:30 AM EDT Reads: 569
24Notion is full-service global creative digital marketing, technology and lifestyle agency that combines strategic ideas with customized tactical execution. With a broad understand of the art of traditional marketing, new media, communications and social influence, 24Notion uniquely understands how to connect your brand strategy with the right consumer. 24Notion ranked #12 on Corporate Social Responsibility - Book of List.
Sep. 30, 2016 10:30 AM EDT Reads: 238
Why do your mobile transformations need to happen today? Mobile is the strategy that enterprise transformation centers on to drive customer engagement. In his general session at @ThingsExpo, Roger Woods, Director, Mobile Product & Strategy – Adobe Marketing Cloud, covered key IoT and mobile trends that are forcing mobile transformation, key components of a solid mobile strategy and explored how brands are effectively driving mobile change throughout the enterprise.
Sep. 30, 2016 10:30 AM EDT Reads: 243
SYS-CON Events announced today that CDS Global Cloud, an Infrastructure as a Service provider, will exhibit at the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. CDS Global Cloud is an IaaS (Infrastructure as a Service) provider specializing in solutions for e-commerce, internet gaming, online education and other internet applications. With a growing number of data centers and network points around the world, ...
Sep. 30, 2016 10:30 AM EDT Reads: 3,027
Technology vendors and analysts are eager to paint a rosy picture of how wonderful IoT is and why your deployment will be great with the use of their products and services. While it is easy to showcase successful IoT solutions, identifying IoT systems that missed the mark or failed can often provide more in the way of key lessons learned. In his session at @ThingsExpo, Peter Vanderminden, Principal Industry Analyst for IoT & Digital Supply Chain to Flatiron Strategies, will focus on how IoT de...
Sep. 30, 2016 10:15 AM EDT Reads: 1,296