|By Marketwired .||
|March 19, 2014 06:10 PM EDT||
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.
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.
SYS-CON Events announced today that CA Technologies has been named “Platinum Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. CA Technologies helps customers succeed in a future where every business – from apparel to energy – is being rewritten by software. From ...
Mar. 23, 2017 04:15 AM EDT Reads: 842
Niagara Networks exhibited at the 19th International Cloud Expo, which took place at the Santa Clara Convention Center in Santa Clara, CA, in November 2016. Niagara Networks offers the highest port-density systems, and the most complete Next-Generation Network Visibility systems including Network Packet Brokers, Bypass Switches, and Network TAPs.
Mar. 23, 2017 03:00 AM EDT Reads: 2,874
Web Real-Time Communication APIs have quickly revolutionized what browsers are capable of. In addition to video and audio streams, we can now bi-directionally send arbitrary data over WebRTC's PeerConnection Data Channels. With the advent of Progressive Web Apps and new hardware APIs such as WebBluetooh and WebUSB, we can finally enable users to stitch together the Internet of Things directly from their browsers while communicating privately and securely in a decentralized way.
Mar. 23, 2017 03:00 AM EDT Reads: 5,305
SYS-CON Events announced today that HTBase will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. HTBase (Gartner 2016 Cool Vendor) delivers a Composable IT infrastructure solution architected for agility and increased efficiency. It turns compute, storage, and fabric into fluid pools of resources that are easily composed and re-composed to meet each application’s needs. With HTBase, companies can quickly prov...
Mar. 23, 2017 02:15 AM EDT Reads: 2,242
Extreme Computing is the ability to leverage highly performant infrastructure and software to accelerate Big Data, machine learning, HPC, and Enterprise applications. High IOPS Storage, low-latency networks, in-memory databases, GPUs and other parallel accelerators are being used to achieve faster results and help businesses make better decisions. In his session at 18th Cloud Expo, Michael O'Neill, Strategic Business Development at NVIDIA, focused on some of the unique ways extreme computing is...
Mar. 23, 2017 02:15 AM EDT Reads: 11,089
SYS-CON Events announced today that Outlyer, a monitoring service for DevOps and operations teams, has been named “Bronze Sponsor” of SYS-CON's 20th International Cloud Expo®, which will take place on June 6-8, 2017, at the Javits Center in New York City, NY. Outlyer is a monitoring service for DevOps and Operations teams running Cloud, SaaS, Microservices and IoT deployments. Designed for today's dynamic environments that need beyond cloud-scale monitoring, we make monitoring effortless so you ...
Mar. 23, 2017 02:00 AM EDT Reads: 3,644
SYS-CON Events announced today that MobiDev, a client-oriented software development company, will exhibit at SYS-CON's 20th International Cloud Expo®, which will take place June 6-8, 2017, at the Javits Center in New York City, NY, and the 21st International Cloud Expo®, which will take place October 31-November 2, 2017, at the Santa Clara Convention Center in Santa Clara, CA. MobiDev is a software company that develops and delivers turn-key mobile apps, websites, web services, and complex softw...
Mar. 23, 2017 01:15 AM EDT Reads: 3,284
What if you could build a web application that could support true web-scale traffic without having to ever provision or manage a single server? Sounds magical, and it is! In his session at 20th Cloud Expo, Chris Munns, Senior Developer Advocate for Serverless Applications at Amazon Web Services, will show how to build a serverless website that scales automatically using services like AWS Lambda, Amazon API Gateway, and Amazon S3. We will review several frameworks that can help you build serverle...
Mar. 23, 2017 12:00 AM EDT Reads: 1,153
In his General Session at 17th Cloud Expo, Bruce Swann, Senior Product Marketing Manager for Adobe Campaign, explored the key ingredients of cross-channel marketing in a digital world. Learn how the Adobe Marketing Cloud can help marketers embrace opportunities for personalized, relevant and real-time customer engagement across offline (direct mail, point of sale, call center) and digital (email, website, SMS, mobile apps, social networks, connected objects).
Mar. 22, 2017 11:00 PM EDT Reads: 2,930
For organizations that have amassed large sums of software complexity, taking a microservices approach is the first step toward DevOps and continuous improvement / development. Integrating system-level analysis with microservices makes it easier to change and add functionality to applications at any time without the increase of risk. Before you start big transformation projects or a cloud migration, make sure these changes won’t take down your entire organization.
Mar. 22, 2017 10:15 PM EDT Reads: 3,226
SYS-CON Events announced today that Hitrons Solutions 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. Hitrons Solutions Inc. is distributor in the North American market for unique products and services of small and medium-size businesses, including cloud services and solutions, SEO marketing platforms, and mobile applications.
Mar. 22, 2017 10:15 PM EDT Reads: 3,244
With the introduction of IoT and Smart Living in every aspect of our lives, one question has become relevant: What are the security implications? To answer this, first we have to look and explore the security models of the technologies that IoT is founded upon. In his session at @ThingsExpo, Nevi Kaja, a Research Engineer at Ford Motor Company, will discuss some of the security challenges of the IoT infrastructure and relate how these aspects impact Smart Living. The material will be delivered i...
Mar. 22, 2017 10:15 PM EDT Reads: 1,701
Historically, some banking activities such as trading have been relying heavily on analytics and cutting edge algorithmic tools. The coming of age of powerful data analytics solutions combined with the development of intelligent algorithms have created new opportunities for financial institutions. In his session at 20th Cloud Expo, Sebastien Meunier, Head of Digital for North America at Chappuis Halder & Co., will discuss how these tools can be leveraged to develop a lasting competitive advanta...
Mar. 22, 2017 09:30 PM EDT Reads: 2,302
Your homes and cars can be automated and self-serviced. Why can't your storage? From simply asking questions to analyze and troubleshoot your infrastructure, to provisioning storage with snapshots, recovery and replication, your wildest sci-fi dream has come true. In his session at @DevOpsSummit at 20th Cloud Expo, Dan Florea, Director of Product Management at Tintri, will provide a ChatOps demo where you can talk to your storage and manage it from anywhere, through Slack and similar services ...
Mar. 22, 2017 06:15 PM EDT Reads: 3,931
VeriStor Systems has announced that CRN has named VeriStor to its 2017 Managed Service Provider (MSP) 500 list in the Elite 150 category. This annual list recognizes North American solution providers with cutting-edge approaches to delivering managed services. Their offerings help companies navigate the complex and ever-changing landscape of IT, improve operational efficiencies, and maximize their return on IT investments. In today’s fast-paced business environments, MSPs play an important role...
Mar. 22, 2017 05:45 PM EDT Reads: 1,803