TORONTO, March 5 /CNW/ - Washmax Corp. ("Washmax" or the "Corporation") is pleased to announce that it has entered into letter of intent effective today with Toronto based NewEdge Gold Corporation ("NEWEDGE"), a private Canadian corporation, to complete a Reverse Takeover ("RTO") of Washmax Corp., currently listed on the NEX Exchange.
The common shares of Washmax (Washmax Corp. WMC.H) were halted as part of the RTO transaction as per the policy specifications of the NEX exchange and in order to preserve the integrity of corporate valuations as RTO efforts progress.
The aim of the proposed transaction is to deliver value to all Washmax shareholders through the exploration and development resources of NEWEDGE as well as its seasoned Management and Geological team.
Description of Target Assets:
(i) The Resulting Issuer will be classified under junior natural
resource-mining upon the Completion Date.
(ii) Washmax Corp. was previously involved in the retail coin Laundromat
business and most of its ongoing business locations were disposed
of during the last 3 years. Concurrent with the proposed
transaction Washmax will divest itself of all existing Laundromat
operations prior to the Completion Date.
(iii) Financials: NEWEDGE Gold Corporation Financial History as at
March 3, 2007(unaudited)
NEWEDGE is a Gold Exploration and Development company and therefore has no source of revenue.
To date $720,000 CDN in equity financing has been invested in NEWEDGE Gold Corporation or directly into the purchase of mineral assets in which NEWEDGE currently holds an ownership interest.
NEWEDGE Gold Corporation has paid out $225,000 as per its schedule of property acquisition payments. Additionally, the company has paid over $150,000 in one-time expenses relating to those acquisitions including; geological analysis relating to the creation of a NI-43-101, field office set-up and travel. Approximately $270,000 has been spent for general corporate purposes associated with the venture.
NEWEDGE currently has a positive cash position of $75,000 and has no corporate debt.
Description of the terms of the RTO
Pursuant to the terms of the Letter of Intent, Washmax will acquire NEWEDGE securities and assets in exchange for the issuance to holders of NEWEDGE, securities and assets of Washmax such that the current shareholders of Washmax end up holding no less than 8% of the outstanding common shares of NEWEDGE upon completion of the RTO. Management of Washmax and NEWEDGE have valued the transaction nominally at approximately C$15,0000,000 however, this valuation is subject to, among other things, market conditions at the time of the concurrent financing and completion of the NI 43-101 report.
Concurrent Financing
Concurrent with the proposed RTO, Washmax intends to complete a brokered financing on a private placement basis of up to C$10,000,000 (the "financing"). The financing will be used for general corporate purposes and with resource development budgets outlined within the NI 43 43-101 report. The completion of the Financing is a condition precedent to the completion of the RTO. Washmax has engaged Norstar Securities L.P. as agent for the concurrent financing on a "best efforts" basis.
Location of the Target Assets
NEWEDGE was incorporated in Ontario. NEWEDGE Ontario owns a 100% interest in NewEdge Gold Inc., incorporated in the state of Nevada - a fully owned U.S. subsidiary. One hundred percent of the mineral assets relating to NEWEDGE are owned by NewEdge Gold Inc.
NEWEDGE was incorporated in Ontario on October 9th 2007 and NewEdge Gold Inc. was incorporated in Nevada on October 31st 2007
NEWEDGE is consolidating a land package in the Emigrant Mining District of Montana, USA. Specifically, the DUV Ridge Property, the Mint Claims, Allison Claims, and Peter Pear Claims - located approximately 35 miles southeast of Bozeman, Montana.
Upon completion of the scheduled acquisition payments, NEWEDGE will own 100% of the aforementioned properties consisting of 38 unpatented mining claims in the Emigrant Mining District of Southwest Montana and the Ramshorn Property. The Ramshorn Property consists of 10 unpatented mining claims located in Madison County, Montana.
Please note: Montana based Tetra Tech Inc, and specifically Mr. Allan R. Kirk, P.Geo and a Qualified Person, have been retained to complete a technical geological report compliant to NI 43-101 standards.
Vendor Descriptions
Collectively, the principal shareholders have direct or indirect or beneficial control over approximately 65% of the outstanding common shares of NEWEDGE and 56% on a fully diluted basis. The current senior officers of NEWEDGE are Raymond P. Pecoskie and Harold (Roy) Shipes.
NEWEDGE Gold Corporation Raymond P. Pecoskie,
36 Toronto Street, Suite 760 President, CEO & Director
Toronto, Ontario 137 John Street
M5C 2C5 Oakville ON, Canada
L6K 1H3
NEWEDGE Gold Inc.
8040 South Kolb Road.
Tucson, Arizona
85706
Harold (Roy) Shipes, President & Director
11251 East Camino del Sahauro
Tucson, Arizona
85749
Arms Length Transaction
The proposed RTO is an arms length transaction. None of the directors or officers of NEWEDGE have a direct or indirect beneficial interest in Washmax and none of the directors or officers of Washmax have a direct or indirect beneficial interest in NEWEDGE or its assets.
Persons who will constitute Principals of the Resulting Issuer
Raymond P. Pecoskie, P. Eng: President, CEO & Director;
Brings over 30 years of private and public company development and management experience. As a seasoned entrepreneur and business operator, Mr. Pecoskie has built net asset value appreciation into numerous companies acting as Founder, President and CEO of Public Exploration, Technology and Private Engineering, Manufacturing and Business Development companies offering a broad range of international experience to NEWEDGE Gold Corporation.
Prior to entering the capital markets, Mr. Pecoskie was Founder & CEO of Securamax International Inc., specializing in designing, developing and manufacturing severe service process control equipment installed worldwide within; Mining; Barrick Gold, Newmont Mining, Anaconda Nickel, Lihir Gold, Oil & Gas; Exxon, Pemex, Aramco, Shell, Husky, Chevron Engineering; Snamprogetti, SNC Lavalin, Fluor Daniels OEM; Japan Steelworks, Kobe Steel, Nuevo Pignone and Dresser Industries Petrochemical; Dupont de Nemours, Rohm & Haas and Courtaulds UK.
As President of Global-Tek Business Development Inc. he successfully structured businesses across broad industry sectors and raised in excess of $100Million in development capital. Mr. Pecoskie also served as a director and technical advisor to High Desert Resources of Nevada assisting with the discovery of the world class gold deposit at Carlin Trend West Leeville and completed joint ventures with Newmont Mining and Barrick Gold Corporation.
Mr. Pecoskie holds a Bachelor of Applied Science in Chemical Engineering from The University of Waterloo and has been a member in good standing of the Professional Engineers of Ontario for 32 years.
Harold Roy Shipes, BSc: Chief Operating Officer & Director;
Brings over 30 years experience in the mining industry in senior management positions with companies around the world. He has worked extensively in gold & precious metals, copper, zinc as well as engineering, construction and project development, holding senior management positions with such companies as Southern Peru Copper Company, OK Tedi Mining Ltd. and Western Gold Resources.
As COO of one of the world's largest copper producing companies, Southern Peru Copper Corp. he increased copper production from 400tpd to 900tpd. And as CEO of OK Tedi Mining Ltd., one of the largest mining project developments in the world, Mr. Shipes completed engineering and construction of the 75,000 tpd copper processing facility without outside contractors, the only project in the world to be developed in this manner.
Mr. Shipes has a demonstrated history of value based investing in the natural resources sector and development of projects to dramatically enhance value. Including the acquisition of the El Mochito Mine in Honduras for an initial investment of $13M. The mine was put into production two years later and sold for $58M.
Mr. Shipes holds a Bachelor of Science Degree in Biochemistry from the University of Arizona and post graduate studies in Mining & Metallurgical Engineering, University of Arizona.
John A. McKinney, BSc: Chief Financial Officer;
Brings over 18 years of experience in senior management positions in the mining industry. He was President of Aeisur, Inc., successfully negotiating project financing from Corporacion Andina de Fomenta for the expansion of the Andacaba Mine in Bolivia and managed expansion from 50tpd to 500tpd.
As Chairman of Transoceanic Trading Company's Executive Committee, Mr. McKinney managed trading activities and guided the company to $18 million profit over a three year period. He co-founded Western States Engineering, Western Capital, Suramco Metals, Western Gold Resources and Western Manufacturing. As founder of Western Manufacturing Inc. he built the company to over $2.5M in sales in five years; and in negotiating the sale of Suramco Metals to Atlas Corp. realizing a 700% gain to shareholders over a two year period. Mr. McKinney is also the current Executive Vice President and Director of International Silver Inc.
Mr. McKinney holds a Bachelor of Science & Business administration from the University of Arizona.
Francis Vanden Hoven, MBA: Vice President Business Development;
Brings over 12 years of Management Consulting experience in private and public companies. Beginning with Deloitte & Touche and later moving to senior consulting roles at Boutique Consulting Firms, Mr. Vanden Hoven has worked closely with international clients to build cross-functional management systems and regulatory compliant information systems implementing both cost reduction and revenue generating solutions.
As a seasoned management consultant, Mr. Vanden Hoven lead teams of up to 30 consultants with budgets of $3+million. Mr. Vanden Hoven has advised Senior Management of level at Glaxo Smith Kline Canada, AMGEN, PCDocs, Toyota Motor Manufacturing Company, McDonald's Restaurants of Canada in the development of strategic and knowledge management information systems. Since 2005, Mr. Vanden Hoven has consulted with Junior Gold exploration sector performing project management, market trend analysis, financing and marketing services.
Mr. Vanden Hoven holds an Honors Business Administration degree and Masters of Business Administration from the Richard Ivey School of Business at the University of Western Ontario.
Sponsorship
Washmax may be seeking an exemption from sponsorship of the TSX Venture Exchange.
Description of Significant Conditions to Closing
Completion of the RTO and the Financing are subject to a number of conditions, including but not limited to, TSX acceptance and if applicable pursuant to TSX requirements, majority of the minority shareholder approval. The RTO and the Financing cannot close until the required shareholder approval is obtained. In addition, other conditions include all other necessary regulatory, court and third party approvals and authorizations, the completion of a definitive agreement setting forth the terms and conditions set forth in the Letter of Intent and discussed above and the completion of due diligence. There can be no assurance that the RTO or the Financing will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Management Information Circular to be prepared in connection with the RTO and the Financing, any information released or received with respect to the Proposed Acquisition and the Financing may not be accurate or complete and should not be relied upon. Trading in the securities of Washmax should be considered highly speculative.
The TSX has in no way passed upon the merits of the Proposed Acquisition
or the Financing and has neither approved nor disapproved the contents of
this press release.
About Newedge Gold Corporation:
NEWEDGE is a private Canadian Corporation with management offices in Toronto Ontario, Tucson, Arizona and a field office in Livingston, Montana. Through its successful district consolidation, NEWEDGE plans to develop drill-defined gold and silver assets as well as a porphyry copper system with significant molybdenum mineralization, in Montana's Emigrant Mining District.
NEWEDGE brings over 60 years of combined international experience in resource asset acquisition, exploration and mine development.
NEWEDGE President and CEO Raymond Pecoskie remarked; "We are very pleased with this proposed Reverse Takeover transaction, and we look forward to welcoming Washmax shareholders in the coming weeks and providing them with the value generation we believe is possible through the strength of our Emigrant Mining District development assets".
This news release may contain certain forward-looking statements, including management's assessment of future plans and operations, and capital expenditures and the timing thereof, that involve substantial known and unknown risks and uncertainties, certain of which are beyond the Corporation's control. The Corporation's actual results, performance or achievements could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what benefits, including the amount of proceeds, that the Corporation will derive therefrom. All subsequent forward-looking statements, whether written or oral, attributable to the Corporation or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements. Furthermore, the forward-looking statements contained in this news release are made as at the date of this news release and the Corporation does not undertake any obligation to update publicly or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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