ROUYN-NORANDA, QC, June 6,
2017 /CNW Telbec/ - Fieldex Exploration Inc. (TSXV: FLX)
(Frankfurt: F7E) is pleased to announce that it has entered
into a letter of intent dated June 6, 2017 with Idénergie Inc.
("Idénergie"), a renewable energy clean-tech private company
based in Montreal, Québec, for a
reverse take-over of Fieldex (the "Reverse Take-Over")
and a "spin-out" of Fieldex's resource properties in a new public
company (the "Spin-Out"). Fieldex and Idénergie
are at arm's-length.
The letter of intent provides that in order to effect the
Reverse Take-Over, Fieldex will amalgamate or otherwise combine
with Idénergie and become a renewable energy clean-tech company. At
the closing of the Reverse Take-Over, Fieldex's corporate name will
be changed. At the same time, in the Spin-Out, Fieldex will
transfer all of its resource properties and all of its liabilities
to a new company, and distribute a portion of the shares of the new
company to Fieldex's shareholders. As a result, at the closing
of the Reverse Take-Over and Spin-Out (collectively,
the "Transaction"), Fieldex's shareholders will become
shareholders of a new clean-tech company and shareholders of a new
company which will carry on Fieldex's current natural resource
business.
Trading in the common shares of Fieldex is currently halted and
is expected to remain halted pending preparation by Fieldex of a
management information circular for a special meeting of
shareholders to consider the Transaction, at which time Fieldex may
request a reinstatement of trading.
A comprehensive press release regarding the Transaction will
follow in accordance with the policies of the TSX Venture Exchange
when the terms and conditions of the Transaction are finalized.
Completion of the Transaction is subject to a number of
conditions including, but not limited to: completion of
satisfactory due diligence by each of Fieldex and Idénergie;
execution of a definitive agreement between Fieldex and Idénergie
in respect of the Reverse Take-Over; receipt of regulatory
approvals; acceptance of the Transaction by the TSX Venture
Exchange; receipt of customary legal opinions; approval of the
Transaction by the shareholders of Fieldex; and other actions
necessary to complete the Transaction. The Transaction cannot
close until the required shareholder approval is
obtained. There can be no assurance that the Transaction will
be completed as proposed or at all.
Investors are cautioned that, except as disclosed in Fieldex's
management information circular or filing statement to be prepared
in connection with the Transaction, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon. Trading in the
securities of Fieldex should be considered highly speculative.
About Fieldex
Fieldex is a mineral resource company actively exploring in
Québec. As of the date hereof, Fieldex has 15,668,023 common shares
issued and outstanding.
Forward-Looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Fieldex, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. No assurance
can be given that any events anticipated by the forward-looking
information will transpire or occur, including the completion of
the Reverse Take-Over and Spin-Out. Forward-looking information is
based on information available at the time and/or management's
good-faith belief with respect to future events and are subject to
known or unknown risks, uncertainties, assumptions and other
unpredictable factors, many of which are beyond Fieldex's control.
These risks, uncertainties and assumptions include, but are not
limited to, those described under "Financial Risk Management
Objectives and Policies" and "Risks and Uncertainties" in Fieldex's
Annual Report for the fiscal year ended
December 31, 2016, a copy of which is available on SEDAR
at www.sedar.com, and could cause actual events or results to
differ materially from those projected in any forward-looking
statements. Fieldex does not intend, nor does Fieldex undertake any
obligation, to update or revise any forward-looking information
contained in this news release to reflect subsequent information,
events or circumstances or otherwise, except if required by
applicable laws.
The TSX Venture Exchange has in no way passed upon the
merits of the proposed Reverse Take-over and has neither approved
nor disapproved the contents of this press release. Neither
the TSX Venture Exchange nor its Regulation Service Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this
release.
www.fieldexexploration.com
SOURCE FIELDEX EXPLORATION INC.