ROUYN-NORANDA, QC, Feb. 16 /CNW Telbec/ - FNX Mining Company Inc. (FNX-TSX) and Fieldex Exploration Inc. (FLX-TSXV) announced today that they have entered into a binding agreement under which Fieldex will issue 6.5 million common shares to FNX's wholly-owned subsidiary, Aurora Platinum Corp., in exchange for Fieldex's purchase of Aurora's interest in four mineral properties located in northwestern Quebec, representing 100% of FNX's Quebec properties. The interests being purchased are a: 70% interest in the Midrim property; 50% interest in the Temiscaminque property; 50% interest in the Laforce property; and 70% interest in the Belleterre property. Following the acquisition, Fieldex will increase its interest in each of the properties to 100% with the exception of Belleterre, in which it will hold a 70% interest.
Terry MacGibbon, President and CEO of FNX, stated, "We are very pleased with this transaction as it allows FNX to focus its efforts in the Sudbury Basin and to still have a significant continuing interest in these very prospective Quebec mineral properties through our equity interest in Fieldex. It will also allow Fieldex to have full control of the properties and to continue to focus its efforts in Quebec. In addition, the Technical Assistance Agreement with Fieldex and our representation on Fieldex's Board of Directors will allow FNX to continue to be involved in the properties."
Martin Dallaire, President and CEO of Fieldex stated, "This transaction is an important step in Fieldex's growth strategy. This collaborative agreement allows us to continue to benefit not only from FNX's expertise in the field but also from FNX's corporate credibility as an important Fieldex shareholder. We've been working on these prospective mineral properties since 2001 and we are confident that they will be part of Fieldex's success."
The material terms of the transaction are as follows:
(a) Fieldex will issue 6.5 million common shares to Aurora, subject to
the condition that if the market value of the 6.5 million shares at
the time of closing is less than $2.2 million, Fieldex will issue to
Aurora additional common shares so that the shares issued to Aurora
have an aggregate market value of $2.2 million. The market value of
Fieldex's shares will be based on the volume weighted average price
of Fieldex's common shares on the TSX Venture Exchange for the five
trading days ending at the close of business two business days prior
to the date of closing of the transaction;
(b) one FNX representative will be appointed to Fieldex's Board of
Directors at the closing of the transaction, subject to approval of
the nominee by Fieldex's Board;
(c) in the event that FNX wishes to distribute its Fieldex shares during
a period of three years following the closing of the transaction,
Fieldex will take reasonable steps, at FNX's cost, in conjunction
with FNX, as are necessary to qualify the distribution of the shares
by prospectus in Canada;
(d) at closing, Fieldex will enter into a Technical Assistance Agreement
with FNX under which FNX will agree to provide technical assistance
to Fieldex, if requested, with respect to mineral exploration
programs on the transferred properties, at market rates;
(e) Aurora will retain a 2% Net Smelter Return royalty on the four
transferred properties. Fieldex will have the right to purchase the
NSR in its entirety for $1.5 million at any time;
(f) at closing, FNX and Aurora will enter into a Standstill Agreement in
favour of Fieldex, with customary terms and conditions, including an
agreement by FNX and Aurora not to sell the Fieldex shares for a
period of one year; and
(g) Aurora will have the right to maintain its ownership interest in
Fieldex as at the closing of the transaction (calculated on a
fully-diluted basis) by purchasing common shares of Fieldex or other
securities convertible into, or exercisable for, common shares of
Fieldex in any subsequent financings by Fieldex.
Completion of the transaction is subject to regulatory approval, including that of the TSX Venture Exchange.
After completion of this transaction, and assuming no further changes to the share capital of Fieldex, FNX will own 6.5 million common shares of Fieldex, representing approximately 17.1% of the issued and outstanding common shares of Fieldex.
The acquisition of the Fieldex shares is being made by FNX for investment purposes. FNX may from time to time acquire additional securities of Fieldex, dispose of some or all of the existing or additional securities it holds or will hold, or may continue to hold its current position.
Forward-looking Statements
This news release contains certain forward-looking statements, including statements about the acquisition by Fieldex of certain assets from FNX, the proposed terms and timing of the transaction and the anticipated benefits of the acquisition to FNX and Fieldex. These forward-looking statements are subject to a variety of risks and uncertainties beyond the ability of FNX and Fieldex to control or predict, which could cause actual events or results to differ materially from those anticipated in such forward-looking statements, including risks relating to the parties' ability to complete the transaction and to obtain the necessary approvals, risks relating to either company's ability to realize the anticipated benefits of the transaction and other risks disclosed in filings with the Canadian securities regulators made by FNX and Fieldex. Accordingly, readers should not place undue reliance on forward- looking statements.
The TSX Venture Exchange has neither approved nor disapproved the
contents of this news release and does not accept responsibility for the
adequacy or accuracy of this release.