|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
Mobile, social, Big Data, and cloud have fundamentally changed the way we live. “Anytime, anywhere” access to data and information is no longer a luxury; it’s a requirement, in both our personal and professional lives. For IT organizations, this means pressure has never been greater to deliver meaningful services to the business and customers.
Aug. 3, 2015 11:30 PM EDT Reads: 245
"We've just seen a huge influx of new partners coming into our ecosystem, and partners building unique offerings on top of our API set," explained Seth Bostock, Chief Executive Officer at IndependenceIT, in this SYS-CON.tv interview at 16th Cloud Expo, held June 9-11, 2015, at the Javits Center in New York City.
Aug. 3, 2015 11:00 PM EDT Reads: 694
In a recent research, analyst firm IDC found that the average cost of a critical application failure is $500,000 to $1 million per hour and the average total cost of unplanned application downtime is $1.25 billion to $2.5 billion per year for Fortune 1000 companies. In addition to the findings on the cost of the downtime, the research also highlighted best practices for development, testing, application support, infrastructure, and operations teams.
Aug. 3, 2015 10:45 PM EDT Reads: 220
SYS-CON Events announced today that HPM Networks will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. For 20 years, HPM Networks has been integrating technology solutions that solve complex business challenges. HPM Networks has designed solutions for both SMB and enterprise customers throughout the San Francisco Bay Area.
Aug. 3, 2015 06:45 PM EDT Reads: 536
Learn how you can use the CoSN SEND II Decision Tree for Education Technology to make sure that your K–12 technology initiatives create a more engaging learning experience that empowers students, teachers, and administrators alike.
Aug. 3, 2015 05:45 PM EDT
Container technology is sending shock waves through the world of cloud computing. Heralded as the 'next big thing,' containers provide software owners a consistent way to package their software and dependencies while infrastructure operators benefit from a standard way to deploy and run them. Containers present new challenges for tracking usage due to their dynamic nature. They can also be deployed to bare metal, virtual machines and various cloud platforms. How do software owners track the usag...
Aug. 3, 2015 04:00 PM EDT Reads: 277
As Marc Andreessen says software is eating the world. Everything is rapidly moving toward being software-defined – from our phones and cars through our washing machines to the datacenter. However, there are larger challenges when implementing software defined on a larger scale - when building software defined infrastructure. In his session at 16th Cloud Expo, Boyan Ivanov, CEO of StorPool, provided some practical insights on what, how and why when implementing "software-defined" in the datacent...
Aug. 3, 2015 03:45 PM EDT
As organizations shift towards IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection and E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 17th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships at Com...
Aug. 3, 2015 03:30 PM EDT
SYS-CON Events announced today that VividCortex, the monitoring solution for the modern data system, will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The database is the heart of most applications, but it’s also the part that’s hardest to scale, monitor, and optimize even as it’s growing 50% year over year. VividCortex is the first unified suite of database monitoring tools specifically desi...
Aug. 3, 2015 03:15 PM EDT
The Software Defined Data Center (SDDC), which enables organizations to seamlessly run in a hybrid cloud model (public + private cloud), is here to stay. IDC estimates that the software-defined networking market will be valued at $3.7 billion by 2016. Security is a key component and benefit of the SDDC, and offers an opportunity to build security 'from the ground up' and weave it into the environment from day one. In his session at 16th Cloud Expo, Reuven Harrison, CTO and Co-Founder of Tufin,...
Aug. 3, 2015 03:00 PM EDT Reads: 560
In their session at 17th Cloud Expo, Hal Schwartz, CEO of Secure Infrastructure & Services (SIAS), and Chuck Paolillo, CTO of Secure Infrastructure & Services (SIAS), provide a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. In his role as CEO of Secure Infrastructure & Services (SIAS), Hal Schwartz provides leadership and direction for the company.
Aug. 3, 2015 12:30 PM EDT Reads: 209
SYS-CON Events announced today that MobiDev, a software development company, will exhibit at the 17th International Cloud Expo®, which will take place November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software development company with representative offices in Atlanta (US), Sheffield (UK) and Würzburg (Germany); and development centers in Ukraine. Since 2009 it has grown from a small group of passionate engineers and business managers to a full-scale mobi...
Aug. 3, 2015 09:45 AM EDT Reads: 367
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, analyzed a range of cloud offerings (IaaS, PaaS, SaaS) and discussed the benefits/challenges of migrating to each offe...
Aug. 3, 2015 07:30 AM EDT Reads: 193
Digital Transformation is the ultimate goal of cloud computing and related initiatives. The phrase is certainly not a precise one, and as subject to hand-waving and distortion as any high-falutin' terminology in the world of information technology. Yet it is an excellent choice of words to describe what enterprise IT—and by extension, organizations in general—should be working to achieve. Digital Transformation means: handling all the data types being found and created in the organizat...
Aug. 2, 2015 06:00 PM EDT Reads: 1,139
Chuck Piluso presented a study of cloud adoption trends and the power and flexibility of IBM Power and Pureflex cloud solutions. Prior to Secure Infrastructure and Services, Mr. Piluso founded North American Telecommunication Corporation, a facilities-based Competitive Local Exchange Carrier licensed by the Public Service Commission in 10 states, serving as the company's chairman and president from 1997 to 2000. Between 1990 and 1997, Mr. Piluso served as chairman & founder of International Te...
Aug. 2, 2015 04:00 PM EDT Reads: 439