|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
Cognitive Computing is becoming the foundation for a new generation of solutions that have the potential to transform business. Unlike traditional approaches to building solutions, a cognitive computing approach allows the data to help determine the way applications are designed. This contrasts with conventional software development that begins with defining logic based on the current way a business operates. In her session at 18th Cloud Expo, Judith S. Hurwitz, President and CEO of Hurwitz & ...
Feb. 11, 2016 07:00 PM EST Reads: 269
As someone who has been dedicated to automation and Application Release Automation (ARA) technology for almost six years now, one of the most common questions I get asked regards Platform-as-a-Service (PaaS). Specifically, people want to know whether release automation is still needed when a PaaS is in place, and why. Isn't that what a PaaS provides? A solution to the deployment and runtime challenges of an application? Why would anyone using a PaaS then need an automation engine with workflow ...
Feb. 11, 2016 05:15 PM EST Reads: 215
SYS-CON Events announced today that Catchpoint Systems, Inc., a provider of innovative web and infrastructure monitoring solutions, has been named “Silver Sponsor” of SYS-CON's DevOps Summit at 18th Cloud Expo New York, which will take place June 7-9, 2016, at the Javits Center in New York City, NY. Catchpoint is a leading Digital Performance Analytics company that provides unparalleled insight into customer-critical services to help consistently deliver an amazing customer experience. Designed...
Feb. 11, 2016 05:00 PM EST Reads: 386
The cloud competition for database hosts is fierce. How do you evaluate a cloud provider for your database platform? In his session at 18th Cloud Expo, Chris Presley, a Solutions Architect at Pythian, will give users a checklist of considerations when choosing a provider. Chris Presley is a Solutions Architect at Pythian. He loves order – making him a premier Microsoft SQL Server expert. Not only has he programmed and administered SQL Server, but he has also shared his expertise and passion w...
Feb. 11, 2016 04:30 PM EST
With the proliferation of both SQL and NoSQL databases, organizations can now target specific fit-for-purpose database tools for their different application needs regarding scalability, ease of use, ACID support, etc. Platform as a Service offerings make this even easier now, enabling developers to roll out their own database infrastructure in minutes with minimal management overhead. However, this same amount of flexibility also comes with the challenges of picking the right tool, on the right ...
Feb. 11, 2016 04:15 PM EST Reads: 176
SYS-CON Events announced today that FalconStor Software® Inc., a 15-year innovator of software-defined storage solutions, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. FalconStor Software®, Inc. (NASDAQ: FALC) is a leading software-defined storage company offering a converged, hardware-agnostic, software-defined storage and data services platform. Its flagship solution FreeStor®, utilizes a horizonta...
Feb. 11, 2016 04:00 PM EST
SYS-CON Events announced today that Interoute, owner-operator of one of Europe's largest networks and a global cloud services platform, has been named “Bronze Sponsor” of SYS-CON's 18th Cloud Expo, which will take place on June 7-9, 2015 at the Javits Center in New York, New York. Interoute is the owner-operator of one of Europe's largest networks and a global cloud services platform which encompasses 12 data centers, 14 virtual data centers and 31 colocation centers, with connections to 195 ad...
Feb. 11, 2016 03:45 PM EST Reads: 408
SYS-CON Events announced today that (ISC)²® (“ISC-squared”) will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Two leading non-profits focused on cloud and information security, (ISC)² and Cloud Security Alliance (CSA), developed the Certified Cloud Security Professional (CCSP) certification to address the increased demand for cloud security expertise due to rapid growth in cloud. Recently named “The Next...
Feb. 11, 2016 03:00 PM EST
The Art of DevOps provides a fun overview to help teams understand DevOps. Written in the style of the famous 6th century Chinese manuscript “The Art of War,” this eBook describes DevOps in the form of a mission to continuously deliver assets to the operational battlegrounds safely, securely, and quickly. It’s a fun read with valuable insights.
Feb. 11, 2016 02:45 PM EST
SYS-CON Events announced today that Alert Logic, Inc., the leading provider of Security-as-a-Service solutions for the cloud, will exhibit at SYS-CON's 18th International Cloud Expo®, which will take place on June 7-9, 2016, at the Javits Center in New York City, NY. Alert Logic, Inc., provides Security-as-a-Service for on-premises, cloud, and hybrid infrastructures, delivering deep security insight and continuous protection for customers at a lower cost than traditional security solutions. Ful...
Feb. 11, 2016 02:45 PM EST Reads: 440
The Quantified Economy represents the total global addressable market (TAM) for IoT that, according to a recent IDC report, will grow to an unprecedented $1.3 trillion by 2019. With this the third wave of the Internet-global proliferation of connected devices, appliances and sensors is poised to take off in 2016. In his session at @ThingsExpo, David McLauchlan, CEO and co-founder of Buddy Platform, will discuss how the ability to access and analyze the massive volume of streaming data from mil...
Feb. 11, 2016 01:45 PM EST
Join us at Cloud Expo | @ThingsExpo 2016 – June 7-9 at the Javits Center in New York City and November 1-3 at the Santa Clara Convention Center in Santa Clara, CA – and deliver your unique message in a way that is striking and unforgettable by taking advantage of SYS-CON's unmatched high-impact, result-driven event / media packages.
Feb. 11, 2016 01:45 PM EST
SYS-CON Events announced today that Commvault, a global leader in enterprise data protection and information management, has been named “Bronze Sponsor” of SYS-CON's 18th International Cloud Expo, which will take place on June 7–9, 2016, at the Javits Center in New York City, NY, and the 19th International Cloud Expo, which will take place on November 1–3, 2016, at the Santa Clara Convention Center in Santa Clara, CA. Commvault is a leading provider of data protection and information management...
Feb. 11, 2016 01:30 PM EST Reads: 438
WebSocket is effectively a persistent and fat pipe that is compatible with a standard web infrastructure; a "TCP for the Web." If you think of WebSocket in this light, there are other more hugely interesting applications of WebSocket than just simply sending data to a browser. In his session at 18th Cloud Expo, Frank Greco, Director of Technology for Kaazing Corporation, will compare other modern web connectivity methods such as HTTP/2, HTTP Streaming, Server-Sent Events and new W3C event APIs ...
Feb. 11, 2016 12:00 PM EST
With an estimated 50 billion devices connected to the Internet by 2020, several industries will begin to expand their capabilities for retaining end point data at the edge to better utilize the range of data types and sheer volume of M2M data generated by the Internet of Things. In his session at @ThingsExpo, Don DeLoach, CEO and President of Infobright, will discuss the infrastructures businesses will need to implement to handle this explosion of data by providing specific use cases for filte...
Feb. 11, 2016 12:00 PM EST Reads: 210