|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
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