ROUYN-NORANDA, QC,
Aug. 25, 2017 /CNW Telbec/ - Fieldex Exploration Inc.
(TSXV: FLX) (Frankfurt: F7E) wishes to provide a corporate
update concerning its previously-announced reverse take-over with
Idénergie Inc. and related "spin-out" of Fieldex's resource
properties in a new public company, as well as on its ongoing
activities.
Reverse Take-Over with Idénergie and Spin-Out
Transaction
In the context of its previously-announced letter of intent to
effect a reverse take-over with Idénergie Inc. (the "Reverse
Take-Over") and a "spin-out" of its resource properties in a new
public company (the "Spin-Out" and collectively with the Reverse
Take-Over, the "Transaction") (see Fieldex's press release dated
June 6, 2017 for more details on the Transaction),
Fieldex is pleased to confirm that Idénergie Inc. and Fieldex
continue to work diligently on completing their respective due
diligence and on finalizing the terms of a definitive
agreement. Fieldex expects that a definitive agreement will
be completed in early September, following which Fieldex and
Idénergie will work on finalizing the various documents to be filed
with the TSX Venture Exchange, including Fieldex's management
information circular which will set out detailed information about
the Transaction. At such time as the TSX Venture Exchange
approves the management information circular, Fieldex will call a
special meeting of shareholders to approve the Transaction, file
the management information circular on SEDAR and mail it to
Fieldex's shareholders. 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.
Appointment of New Interim Chief Financial Officer and New
Director
Fieldex is pleased to announce that it has appointed
Mr. Donald Lacasse as the new interim Chief Financial Officer
of Fieldex, effective immediately. Mr. Lacasse replaces
Sylvain Champagne, who has resigned effective today as Chief
Financial Officer and as a director of Fieldex. Fieldex is
also pleased to announce that its Board of Directors has appointed
Mr. Jean-François Madore to fill the vacancy on the Board
created by the resignation of Mr. Champagne. The Board
of Directors wishes to thank Sylvain Champagne for his
diligent work and efforts for the benefit of shareholders and his
contribution to Fieldex since 2001 and is pleased to welcome
Jean-François Madore to Fieldex's Board of Directors and
Donald Lacasse as its new Chief
Financial Officer.
Donald Lacasse (B. Eng. 1971, University of Ottawa) has been a director and the
Chairman of the Audit Committee of Fieldex since 2004.
Mr. Lacasse worked as an engineer at Hydro-Québec from 1972
until his retirement in 1998. Mr. Lacasse was a director
of Radisson Mining Resources Inc., a company listed on the TSX
Venture Exchange, from 2002 to 2015 and currently serves as its
Chief Financial Officer and Corporate Secretary. Mr. Lacasse
has extensive experience in personnel management and overall
project management. He was a member of the Québec Order of
Engineers from 1971 to 2014.
Jean-François Madore is a financial planner and
wealth-management specialist with Industrial Alliance, Assurance et
Services Financiers Inc. Mr. Madore has 15 years of
experience in the financial industry, with particular expertise in
financial planning and risk management. He obtained a degree
in financial planning in 2001 from the Institute of Canadian
Bankers and is a registered financial planner and financial
security advisor. Mr. Madore is also involved in the
industry as a member of the board of the Institut Québécois de
planification financière. Mr. Madore is a director and
chairman of the Audit Committee of X-Terra Resources Inc., a
company listed on the TSX Venture Exchange.
Golden Moon Project
Fieldex is pleased to announce the completion of an exploration
program involving prospecting and stripping on its Golden Moon
project located 5.5 kilometres southwest from downtown
Chibougamau City, Québec. In
the fall of 2016, Fieldex's exploration team completed a
prospection survey and a magnetic airborne survey in an area where
several interesting gold results had been obtained during the
summer 2016 prospecting campaign. These results included the
discovery of several new significant gold showings with values up
to 15.11 grams per tonne of gold ("g/t Au") on the GRH, Axe and
Demi-Lune showings. The GRH showing is located
440 metres southwest of the Demi-Lune showing discovered in
early September 2016 that returned
values of 37.7 g/t Au, 73.9 grams per tonne of silver ("g/t Ag"),
and 2.5% copper ("Cu") (see Fieldex's press release dated
September 7, 2016). The Axe showing, located
90 metres from the Demi-Lune showing, has returned gold grades
up to 8.26 g/t Au. The geological structure of the Golden
Moon project, which remains largely unexplored, will require in the
coming weeks a ground geophysic survey combined with another
prospecting campaign followed by a drilling campaign in the fourth
quarter of 2017.
Fieldex also announces that it has entered into an agreement
amending the terms of an option agreement dated
August 29, 2016 with two prospectors
(the "Optionors") to acquire the seven mining claims
comprising the Golden Moon project. Pursuant to amending
agreement, Fieldex immediately acquired an undivided 80% ownership
interest in the Golden Moon project by making a cash payment in the
aggregate amount of $10,000 to the
Optionors. Pursuant to the amending agreement, Fieldex was
also granted an option to acquire an additional 20% ownership
interest in the Golden Moon project by: (i) making a cash
payment in the aggregate amount of $10,000 to the Optionors on or before
October 15, 2017; and (ii) making a cash payment in the
aggregate amount of $50,000 and
issuing an aggregate of 50,000 common shares to the Optionors on or
before August 29, 2018. The other terms and conditions
of the option agreement remain unchanged.
Fieldex Completes the Sale of its Midrim and Laforce
Projects
On August 14, 2017, Fieldex completed the sale of its
Midrim and Laforce base-metal
projects for a cash payment to Fieldex of $100,000 and the issuance of $50,000 in shares of Meteoric Resources NL, an
Australian-based company listed on the Australian Securities
Exchange. The sale of these two properties is the result of
Fieldex's strategic review of its assets, strengths and
going-forward plan. As Fieldex had not conducted any
exploration work on these two projects in the past few years, their
value was written-off from Fieldex's book for accounting
purposes.
Qualified Person
Mr. Robert Sansfaçon, PGeo (OGQ),
MSc, a consultant to Fieldex, is the qualified person for the
Golden Moon Project under National Instrument 43‑101 Standards
of Disclosure for Mineral Projects responsible for the
technical contents of this news release, and has approved the
disclosure of the technical information contained herein.
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.
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.
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.
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.
SOURCE FIELDEX EXPLORATION INC.