Rimfire Minerals Corporation (TSX VENTURE: RFM) ("Rimfire") and
Geoinformatics Exploration Inc. (TSX VENTURE: GXL)
("Geoinformatics") are pleased to announce joint execution of a
binding letter agreement to complete a business combination (the
"Transaction"), unanimously approved by both companies' Board of
Directors. Under the agreement, Geoinformatics will acquire all of
the issued and outstanding shares of Rimfire at an agreed exchange
ratio of 2.6 Geoinformatics shares per Rimfire share, based on both
companies' current issued and outstanding shares. This represents a
33% premium to Rimfire shareholders based on the 10-day
volume-weighted average share price of both companies' common
shares on the TSX-V as of May 25, 2009. The Transaction is expected
to close before the end of July 2009 and upon closing Rimfire
shareholders will hold approximately 47% of the combined company.
The combined company will be led by the current Rimfire management
team, augmented by Geoinformatics management appointments.
Jason Weber, President & CEO of Rimfire, stated,
"Geoinformatics has built an excellent portfolio of projects based
on sound geological principles. We are excited by the immense
exploration upside of Geoinformatics' Whistler Project, which
includes a high grade gold-copper porphyry system anchored by a
substantial resource. In addition, the project area contains
numerous drill ready targets defined by previous work and we
believe the combined company will be extremely well positioned to
extract value for its shareholders."
Rosie Moore, CEO of Geoinformatics, stated, "Rimfire's
management team has earned a stellar reputation for technical
strength, integrity and preservation of capital through skillful
negotiation and management of joint ventures with major partners.
The addition of several wholly owned Geoinformatics projects, along
with new board and management input, will provide the opportunity
to expand Rimfire's successful business model to include other
strategic growth initiatives. We are very excited about the dynamic
potential of the new combined company."
TRANSACTION RATIONALE
The proposed business combination will provide significant
benefits for both Rimfire and Geoinformatics shareholders
including:
- Create a well-funded exploration company with a NI43-101
compliant resource of 1.31 and 4.44 million gold equivalent ounces
in the Indicated and Inferred Resource categories, respectively
(refer to Table 1 for details).
- Continuation of Rimfire's successful 'joint-venture'
exploration model.
- Mandate an expanded focus to create shareholder value via
advancement of priority projects and pursuit of value-added
consolidation.
- Consolidate an extensive precious metals focused property
portfolio with geographic synergies in Alaska, British Columbia and
Nevada.
- Enhanced management team skilled in leveraging exploration via
strategic partnerships with international mining companies.
- Strengthened Board of Directors with expertise in capital
markets and project advancement.
- Streamline G&A and other head office costs.
ABOUT GEOINFORMATICS & THE WHISTLER PROJECT
Geoinformatics' assets include an extensive property portfolio
in Alaska, British Columbia, Ontario, Mexico and Nevada plus
approximately 44.6% ownership of Clancy Exploration Ltd. (ASX:
CLY). The flagship wholly-owned Whistler Project in Alaska covers
an area of approximately 440km2, and is located around 160
kilometres northwest of Anchorage. The Whistler Project is situated
within the same geological belt that hosts the world class Pebble
copper-gold porphyry deposit.
The Whistler project area comprises a gold-copper porphyry
district with multiple mineralized systems identified by geological
mapping, geophysical techniques and geochemical surveys. The
Whistler Zone is the most advanced prospect within the project area
and has a NI43-101 compliant resource of 1.31 and 4.44 million
ounces of gold equivalent in the Indicated and Inferred Resource
categories, respectively (refer to Table 1 for details).
In addition to the Whistler Zone resource, the Whistler Project
also includes a number of high priority targets:
- Over 40 prioritized gold-copper porphyry targets within 10
kilometres of the Whistler Zone, including the 2008 Raintree West
discovery where previously reported drilling intersected 160 metres
averaging 0.59 g/t gold, 0.10% copper and 6.02 g/t silver (refer
Geoinformatics press release dated November 4, 2008 for
details).
- Muddy Creek is a high grade gold target located 12 kilometers
south of the Whistler Zone. Previous work defined a 2.0 x 2.5
kilometre irregular area defined by 150 rock samples that averaged
4.72 g/t gold with peak value of 111.5 g/t gold (refer to
Geoinformatics press release dated February 29, 2008 for details).
This area has not been drill tested.
- Island Mountain is a copper-gold target located 22 kilometres
south of the Whistler Zone. It lies within a separate 4 x 5
kilometre magnetic high related to monzonites and diorites.
Copper-gold rock and soil geochemical anomalies cover an area of
2.4 x 3.4 kilometres.
Table 1: Mineral Resources for the Whistler Zone in Alaska as reported by
Geoinformatics in January 9, 2008 press release.
---------------------------------------------------------------------------
Tonnes and Grades Total Contained Metal
---------------------------------- --------------------------
Gold Gold
Eq Eq
Resource Tonnage Gold Silver Copper (3) Gold Silver Copper (3)
Category (Mt) (g/t) (g/t) (%) g/t (Moz) (Moz) (Mlb) (Moz)
---------------------------------------------------------------------------
Indicated
(open-pit
(1)) 30 0.87 2.46 0.24 1.35 0.84 2.37 159 1.31
---------------------------------------------------------------------------
Total
Indicated 30 0.87 2.46 0.24 1.35 0.84 2.37 159 1.31
---------------------------------------------------------------------------
Inferred
(open-pit
(1)) 123 0.59 2.07 0.19 0.98 2.33 8.19 515 3.86
---------------------------------------------------------------------------
Inferred
(underground
(2)) 11 1.16 3.55 0.24 1.66 0.41 1.26 58 0.59
---------------------------------------------------------------------------
Total
Inferred (4) 134 0.64 2.18 0.20 1.05 2.74 9.44 573 4.44
---------------------------------------------------------------------------
1. Reported within a conceptual pit shell and based at a cut-off grade of
0.3 g/t gold equivalent adjusted for metallurgical recovery of 75% for
gold and silver and 85% for copper using the metal prices in point 3
below.
2. Reported based on an underground bulk mining method using a cut-off
grade of 1.1 g/t gold equivalent adjusted for metallurgical recovery of
75% for gold and silver and 85% for copper using the metal prices in
point 3 below.
3. Total grade and Total Contained Metal gold equivalent grade and ounces
estimated based on equal full recoveries, $550 per ounce gold, $8 per
ounce silver and $1.50 per pound of copper;
4. Totals may vary due to rounding.
ABOUT RIMFIRE
Rimfire is a precious and base metals exploration company
exploring in western North America and Australia, using the
joint-venture business model to advance projects through
partnerships with industry majors. Current and former partners
include AngloGold Ashanti Ltd., Barrick Gold Corporation, Xstrata
Canada Corporation, Newmont Mining Company, Inmet Mining
Corporation, Northgate Minerals Corporation, and Fronteer
Development Group Inc.
Rimfire has a strong property portfolio of 15 gold and
copper-gold projects including a large land package on trend and
surrounding the Pogo Gold Mine in Alaska, a large claim position in
the Quesnel Trough region (recently optioned to Xstrata Canada) and
an earn-in on three properties covering key ground on trend with
Northgate's Stawell Gold Mine in Australia. Since publicly listing
in 1999, Rimfire has exposed shareholders to in excess of CAD$35
million in exploration, 85% of which has been funded by partners.
Rimfire currently has a treasury of approximately CAD$5.3
million.
BOARD AND MANAGEMENT
The combined company will be led by the current Rimfire
management team including Jason Weber, President & CEO; David
Caulfield, Director of Business Development; Dorothy Miller, CFO;
and Mark Baknes, VP Exploration. Darren Holden (currently COO of
Geoinformatics) will become COO in the combined company.
The board of the combined company will be co-chaired by David
Caulfield (current executive Chairman of Rimfire) and John
Kanellitsas (current non-executive Chairman of Geoinformatics) and
will consist of five existing Rimfire directors (Jason Weber, David
Caulfield, Bipin Ghelani, Mark Selby and Bill Schur) and two
Geoinformatics directors (Rosie Moore and John Kanellitsas).
TRANSACTION DETAILS
Geoinformatics and Rimfire anticipate the business combination
will be carried out by way of statutory plan of arrangement whereby
Geoinformatics would acquire all of the issued and outstanding
shares of Rimfire in consideration for the issue of Geoinformatics
shares on the basis of 2.6 Geoinformatics shares for one Rimfire
share based on both companies' current issued and outstanding
shares. This represents a 33% premium to Rimfire shareholders based
on the 10-day volume-weighted average share price of both
companies' common shares on the TSX-V as of May 25, 2009. Former
Rimfire shareholders will own approximately 47% of the combined
company.
Both companies plan to hold special meetings of shareholders to
approve the transaction and related matters before the end of July,
2009. The transaction would be subject to certain standard
conditions including that not less than 66 2/3% of the issued and
outstanding shares of Rimfire being voted at a shareholders meeting
being in favour of the transaction and shareholder approval of the
Geoinformatics share issuance and related matters in connection
with the transaction by not less than a majority of the votes cast
by the Geoinformatics shareholders.
Coincident with the Geoinformatics shareholders' meeting to vote
on the transaction, Geoinformatics shareholders will be asked to
approve a 3 for 1 consolidation and a name change. If approved
former Rimfire shareholders will receive in aggregate 22.3 million
Geoinformatics shares on a post consolidated basis and the combined
company will have approximately 47.5 million shares
outstanding.
Senior officers and members of the Board of Directors of Rimfire
have agreed to support the proposed Transaction and will enter into
lockup agreements comprising approximately 12% of Rimfire's issued
and outstanding shares upon execution of the Arrangement Agreement.
In addition, Geologic Resource Partners LLC, which holds
approximately 84.88% of the issued and outstanding common shares of
Geoinformatics has also agreed to enter into lockup agreements to
support the proposed business combination and will also consent not
to trade in the securities of the combined company for an approved
period of time following the closing of the Transaction.
Full details of the offer will be included in a formal
arrangement agreement and will be described in a management
information circular to be filed with the regulatory authorities
and mailed to Rimfire and Geoinformatics shareholders in accordance
will applicable securities laws.
The transaction is subject to customary conditions, including
regulatory approval, the completion of satisfactory due diligence
by each of the parties, and the parties negotiating and entering
into definitive agreements.
Geoinformatics has engaged Haywood Securities Inc. as its
financial advisor and Cassels Brock & Blackwell LLP as its
legal advisor. Rimfire has engaged Research Capital Corporation as
its financial advisor and Fraser Milner Casgrain LLP as its legal
advisor.
QUALIFIED PERSONS
The technical data and contents of this news release relating to
Geoinformatics have been reviewed by Darren Holden, Chief Operating
Officer, who is a Qualified Person within the meaning of NI43-101,
with the ability and authority to verify the authenticity and
validity of the data. The Whistler Resource in Table 1 is as
previously reported in the NI43-101 compliant independent report
compiled by Dr Jean-Francois Couture and Mr. George Wahl of SRK
Consulting (Canada) Inc. Further details in this regard were
published by Geoinformatics previously by press release dated
January 9, 2008.
This news release includes certain forward-looking information
concerning the proposed transaction between Rimfire and
Geoinformatics. Forward-looking information are frequently
identified by such words as "may", "will", "plan", "expect",
"anticipate", "estimate", "intend" and similar words referring to
future events and results. Forward-looking information is based on
the current opinions and expectations of management. All
forward-looking information is inherently uncertain and subject to
a variety of assumptions, risks and uncertainties, including the
speculative nature of mineral exploration and development,
fluctuating commodity prices, competitive risks, the availability
of financing and risks associated with business combination
transactions, as described in more detail in each of Rimfire's and
Geoinformatics' securities filings available at www.sedar.com.
Actual events or results may differ materially from those projected
in the forward-looking information and the reader is cautioned
against placing undue reliance thereon. Neither Rimfire nor
Geoinformatics assumes any obligation to revise or update these
forward-looking information, except as required by applicable
securities law.
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.
Contacts: Rimfire Minerals Corporation Mr. Jason Weber President
& CEO (604) 669-6660 ext 237 Rimfire Minerals Corporation Mr.
Patrick Moodie Manager, Corporate Communications (604) 669-6660 ext
236 info@rimfire.ca www.rimfireminerals.com Geoinformatics
Exploration Inc. Ms. Rosie Moore Chief Executive Officer (604)
605-3073 Geoinformatics Exploration Inc. Mr. Darren Holden Chief
Operating Officer (604) 605-3073 info@geoinformex.com
www.geoinformex.com
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