Full Metal, International Enexco and Choice Gold Execute Definitive Agreement to Create CopperBank Resources Corp.
FOR IMMEDIATE RELEASE June 3, 2014 (FMM 2014 – NR #4)
Full Metal, International Enexco and Choice Gold Execute Definitive Agreement to Create CopperBank Resources Corp.
Vancouver, Canada – June 3, 2014 - Full Metal Minerals Ltd. ("Full Metal") is pleased to announce that Full Metal, International Enexco Ltd. (“IEC”) and Choice Gold Corp. (“Choice”) have entered into a tripartite definitive arrangement agreement (the "Arrangement Agreement") with respect to the previously announced letter of intent (“LOI”) dated March 19th, 2014.
Pursuant to the Arrangement Agreement, IEC, Choice and Full Metal have agreed to complete a plan of arrangement (the “Arrangement”) in accordance with the Business Corporations Act (British Columbia). Under the Arrangement, each Full Metal shareholder will receive 2.0 common shares of Choice (each whole common share a “Common Share”) and 1.0 listed share purchase warrant of Choice (each whole warrant a “Warrant”) (the “Full Metal Consideration”), in exchange for the acquisition of the Pyramid Copper Project in Alaska, which will be transferred to a new Alaskan subsidiary. Concurrently, each IEC shareholder will receive 8.8 Common Shares and 4.4 Warrants (together, the “IEC Consideration”) in exchange for the acquisition of Enexco International Inc. (“Enexco US”), the wholly owned subsidiary of IEC that holds the Contact Copper Project in Nevada, which shall be indirectly held by 0999279 B.C. Ltd. (“IEC Spinco”), an entity which will be held by the IEC shareholders immediately following the completion of the transactions with Denison Mines Corp., currently scheduled to occur on or around June 6, 2014 (see IEC press release April 14, 2014). Each Warrant will be exercisable into Common Shares for a period of 5 years at a price of $0.10 per Common Share. Upon the completion of the Arrangement, Choice will be renamed CopperBank Resources Corp. (“CopperBank”) and complete a five for one share consolidation.
Any outstanding warrants and options of IEC as of completion of the Arrangement will be exchanged for options and warrants of CopperBank, adjusted by the exchange ratio of 8.8.
The Arrangement is expected to be completed on or before August 31, 2014.
The transactions contemplated by the Arrangement Agreement are subject to, among other things, approval by the securityholders of each of Choice, Full Metal and IEC Spinco, the approval of the TSX Venture Exchange and the Canadian Securities Exchange, the approval of the Supreme Court of British Columbia and the completion of a private placement financing to
- 2 -
be completed by Choice prior to the Arrangement pursuant to which Choice will raise aggregate gross proceeds of not less than $2.0 million. Additional details of the financing are available in the news release issued by Choice today.
The Arrangement Agreement also provides for, among other things, a non-solicitation covenant on the part of IEC Spinco and Full Metal, and a termination fee in the agregate amount of CAD$100,000 payable by IEC Spinco or Full Metal in certain events.
The Arrangement Agreement is available on SEDAR at www.sedar.com under the profiles of each of IEC, Choice and Full Metal and additional details concerning the Arrangement will be provided in the joint management information circulars of IEC Spinco, Choice, and Full Metal, to be filed with regulatory authorities and mailed to each company’s respective securityholders in connection with each company’s meeting of securityholders, which are expected to be held in August, 2014. The Arrangement Agreement will be subject to the approval of 66-2/3% of IEC Spinco, Full Metal and Choice shareholders who vote at their respective meetings.
Haywood Securities Inc., acted as financial advisor to IEC.
About Full Metal
Full Metal is a TSX-V listed generative exploration company focusing on precious and base metal projects in Alaska.
ON BEHALF OF THE BOARD OF DIRECTORS
“Robert McLeod”
Robert McLeod CEO, VP Exploration and Director
For more information please contact:
Rob McLeod [email protected] 604-484-7855
Cautionary Note Regarding Forward-Looking Statements: Certain disclosure in this release regarding the Arrangement may constitute "forward-looking statements" within the meaning of Canadian securities legislation. In making such forward-looking statements, Full Metal has applied certain factors and assumptions that the Company believes are reasonable, including that required regulatory and shareholder approvals of the proposed transaction will be obtained and that the other conditions to completion of the transaction will be satisfied. However, the forward-looking statements in this release are subject to numerous risks, uncertainties and other factors that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Such uncertainties and risks include, among others, delays in obtaining or inability to obtain required regulatory and shareholder approvals and inability to satisfy the other conditions to closing. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Readers are cautioned not to place undue reliance on forward-
- 3 -
looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Suite 1500, 409 Granville Street, Vancouver, BC V6C 1T2 Telephone: 604-484-7855 Fax: 604-484-7155 Email [email protected]
This press release does not constitute an offer to buy or an invitation to sell, or the solicitation of an offer to buy or invitation to sell, any securities of IEC, Choice or Full Metal. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of of this news release.