Rimfire Minerals Corporation (TSX VENTURE: RFM) and Geoinformatics
Exploration Inc. (TSX VENTURE: GXL) are pleased to report that the
previously announced business combination, by way of Plan of
Arrangement, has been completed. Effective August 5, 2009, the two
companies have combined to form a new entity, Kiska Metals
Corporation (TSX VENTURE: KSK), creating a well managed and
technically sound exploration company with an extensive property
portfolio including the flagship Whistler Project in Alaska.
The Plan of Arrangement resolution was strongly supported by
shareholders of both companies, with over 99% of votes cast in
favour of the resolution at each company's shareholder meeting held
on July 30, 2009. The final order of the British Columbia Supreme
Court approving the Plan of Arrangement was obtained on July 31,
2009.
Rimfire Minerals Corporation (TSX VENTURE: RFM) will cease
trading as of the close of trading August 5, 2009. Geoinformatics
Exploration Inc. (TSX VENTURE: GXL) has completed a 1 for 3 share
consolidation and name change to Kiska Metals Corporation on August
5, 2009 and will commence trading under TSX-V symbol KSK on August
6, 2009. Rimfire shareholders will receive 0.87 shares of Kiska
Metals Corporation by yielding their Rimfire shares to
Computershare Investor Services Inc. in accordance with the
instructions set out in the information circular mailed to
shareholders. Upon the completion of the share consolidation and
the Plan of Arrangement, Kiska Metals Corporation has 47,600,534
common shares outstanding and 51,429,851 shares on a fully diluted
basis.
Board and Management
Kiska Metals Corporation 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.
Kiska Metals Corporation's seven person board will consist of
five existing Rimfire directors and two Geoinformatics directors
and be co-chaired by David Caulfield (current executive Chairman of
Rimfire) and John Kanellitsas (current non-executive Chairman of
Geoinformatics).
Rimfire would like to acknowledge the efforts and contributions
of Jack Miller and Henry Awmack who have both served as directors
since the inception of Rimfire in 1999. Their experience and
knowledge has proven to be an invaluable guide for the direction
and success of the company.
Geoinformatics Management would like to thank its outgoing board
members Peter Stein and George Ireland for their dedicated service.
In addition, a special thanks to Petra Decher, Geoinformatics
outgoing CFO and President for her years of commitment.
The Whistler Property
Geoinformatics' assets include an extensive property portfolio
in Alaska, British Columbia, Ontario, Mexico and Nevada and
approximately 44.6% ownership of Clancy Exploration Ltd (ASX: CLY).
The wholly-owned Whistler gold-copper porphyry project has a NI
43-101 indicated resource of 1.31 million ounces gold-equivalent
and an inferred resource of 4.44 million ounces gold-equivalent in
the Whistler Zone (see Appendix 1). The property is located 150
kilometres northwest of Anchorage, Alaska, covers an area of
approximately 440km2 and is situated in the same geological belt
that hosts the world class Pebble copper-gold porphyry deposit. In
addition to the Whistler Zone resource, the property includes
multiple exploration targets within 10 kilometres of the Whistler
Zone, including the 2008 Raintree West discovery where previously
reported drilling intersected 160 metres averaging 0.59g/t gold,
0.10% copper and 6.02g/t silver (refer Geoinformatics press release
dated November 4, 2008 for details).
Kiska Metals Corporation Highlights
- A well-funded exploration company with a NI 43-101 compliant
resource of 1.31 and 4.44 million gold equivalent ounces in the
Indicated and Inferred resource categories, respectively (see
Appendix 1).
- Continuation of Rimfire's successful 'joint-venture'
exploration model.
- Consolidated 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.
- Strong Board of Directors with expertise in capital markets
and project advancement.
- Streamlined G&A and other head office costs.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and
United States securities laws. Forward-looking information
includes, but is not limited to, information concerning the
proposed business combination between Geoinformatics and Rimfire
and matters relating thereto. Generally, forward-looking
information can be identified by the use of forward-looking
terminology such as "plans", "expects", or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", or "does not anticipate", or "believes"
or variations of such words and phrases or statements that certain
actions, events or results "may", "could", "would", "might", or
"will be taken", "occur", or "be achieved". Forward-looking
information is based on the opinions and estimates of management at
the date the information is made, and is based on a number of
assumptions and subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ
materially from those projected in the forward-looking information.
Many of these assumptions are based on factors and events that are
not within the control of Geoinformatics or Rimfire and there is no
assurance they will prove to be correct. Factors that could cause
actual results to vary materially from results anticipated by such
forward-looking information include changes in market conditions,
variations in ore grade or recovery rates, risks relating to
international operations, fluctuating metal prices and currency
exchange rates, changes in project parameters, the possibility of
project cost overruns or unanticipated costs and expenses, labour
disputes and other risks of the mining industry, the business of
the companies not being integrated successfully or such integration
proving more difficult, time consuming or costly than expected as
well as those risk factors discussed in Geoinformatics' management
discussion and analysis for the period ended March 31, 2009 and
Rimfire's Annual Information Form on Form 20-F for the year ended
January 31, 2009, available at www.sedar.com. Although
Geoinformatics and Rimfire have attempted to identify important
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
information, there may be other factors that cause actions, events
or results not to be anticipated, estimated or intended. There can
be no assurance that forward-looking information will prove to be
accurate, as actual results and future events could differ
materially from those anticipated in such information.
Geoinformatics and Rimfire undertake no obligation to update
forward-looking information if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
APPENDIX 1.
Mineral Resource Statement for the Whistler Gold Deposit, Alaska
Prepared by SRK Consulting (Canada) Inc. February 2008
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Tonnes and Grades Total Contained Metal
---------------------------------------------------------------------------
Gold Gold
Tonn- Sil- Cop- Eq Sil- Cop- Eq
Resource age Gold ver per (3) Gold ver per (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
(under-
ground(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.
(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;
(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.
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)
925-5881 Geoinformatics Exploration Inc. Mr. Darren Holden Chief
Operating Officer (604) 669-6660 info@geoinformex.com
www.geoinformex.com
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