CMX Letter of Intent with Interfield Software Solutions
P.O. Box 74113
148 – 555 Strathcona Blvd. SW
Calgary, Alberta
Canada T3H 3B6
Telephone: (403) 457.2697
CMX GOLD & SILVER CORP.
wholly-owned subsidiary: CMX Gold & Silver (USA) Corp.
CSE:CXC OTC:CXXMF
CMX ANNOUNCES LETTER OF INTENT WITH
INTERFIELD SOFTWARE SOLUTIONS
Calgary, AB, August 1, 2019 – CMX Gold & Silver Corp. (CSE:CXC) (“CMX” or the
“Company”) is pleased to announce that it has entered into a letter of intent dated June 28, 2019
with Interfield Softwa re Solutions (“ Interfield”), which sets out the proposed terms of a
transaction whereby CMX will acquire all of the outstanding shares of Interfield in exchange for
shares of the Company (the “ Acquisition”). The Acquisition will constitute a reverse takeov er of
the Company under the policies of the Canadian Securities Exchange (the “CSE”).
Information concerning Interfield
Interfield, a Seychelles corporation based in Dubai, is a software development company that
provides tailor -made data management and mar ketplace solutions for numerous business
segments worldwide including oil and gas, mining, agriculture, maritime, retail, banking and
government institutions to increase efficiency, improve overall performance and lower costs
through intuitive and powerful online and offline software applications.
Transaction summary
The final terms of the Acquisition are still being negotiated between the parties. At this time, it is
anticipated that the acquisition will be completed by way of a three cornered amalgamation in the
Seychelles (the “Transaction”). CMX will consolidate its outstanding common shares on a ratio to
be determined. It is anticipated the consolidation will be on the basis of one (1) post -consolidation
common share for every six (6) pre -consolidation common shares, or such other number of pre -
consolidation common shares up to but not exceeding ten (10) pre -consolidation common shares
for one (1) post -consolidation common share. For example, in the case of a 1:6 consolidation,
CMX will issue approximate ly 54 million post -consolidation CMX shares with a deemed value of
$0.30 per share in exchange for 100% of the issued and outstanding shares of Interfield. The final
structure of the Transaction is subject to receipt of tax, corporate and securities law ad vice for
both CMX and Interfield.
The Transaction will be an arm's -length transaction and will not be a related party transaction
under applicable securities rules. No deposit or advance has been made, or is anticipated to be
made, by CMX to Interfield i n connection with the Transaction. The Company currently has
36,265,724 common shares issued and outstanding and 40,000 common shares to be issued, as
well as 3,200,000 stock options exercisable at a weighted average price of $0.10 per share and
21,458,740 warrants to acquire CMX shares exercisable at a weighted average price of $0.165 per
share.
Spinout of new mining company
The Company expects that 100% of the shares of CMX Gold & Silver (USA) Corp. (“ CMX USA”), a
wholly-owned subsidiary of the Company an d owner of the Clayton, Idaho mining assets, will be
transferred on an "as is" basis to a newly incorporated subsidiary of CMX (" SpinCo"), which will
be spun -out by way of a dividend in specie of SpinCo shares to existing shareholders of the
Company as of the record date to be set immediately preceding completion of the Transaction.
Concurrent with the transfer of ownership of CMX USA to SpinCo, all obligations and liabilities of
CMX will be assumed by SpinCo, except for certain liabilities of CMX not exceeding $65,000.
An annual general and special meeting of shareholders of CMX will be held on September 16,
2019 to consider, in addition to the usual business, approving a change of name of the Company
and a consolidation of CMX common shares.
The Transaction will be subject to a number of terms and conditions, including, but not limited to:
the parties entering into a definitive agreement with respect to the Transaction (such agreement
to include representations, warranties, conditions and covenants typical for a transaction of this
nature); the completion of satisfactory due diligence investigations by the parties; receipt of all
necessary board and shareholder approvals; completion of the financings described below; and
receipt of the approval of the CSE. There can be no assurance that the Transaction will be
completed as proposed or at all.
Trading in the shares of CMX is expected to remain halted throughout the duration of the
Transaction and until the CSE has approved the Transaction. Further details con cerning the
Transaction (including additional financial information) and other matters will be announced when
a definitive agreement is executed.
Concurrent Financing
It is anticipated that in connection with the Transaction, Interfield will complete a fin ancing of
equity securities, of which the size, structure and pricing will be determined in the context of the
market, but not to be less than the equivalent of $0.05 per pre -consolidation common share of
CMX.
Management and board of directors of Resulting Issuer
Upon completion of the Transaction, CMX’s directors will resign and the new board of directors of
the Company (the “Resulting Issuer”) will be comprised of directors appointed by Interfield. Mr.
Hal Hemmerich, the current chief executive officer of Interfield, will be the chief executive officer
of the Resulting Issuer. The Resulting Issuer has not yet selected its chief financial officer. Further
details including biographies for each proposed director and senior officer will be provided in a
subsequent press release.
ON BEHALF OF THE BOARD
“Jan Alston”
Chief Executive Officer
For additional information, please contact:
Jan Alston
T: (403) 457-2697
Forward Looking Information and Cautionary Statements
This news release contains forward -looking statements and other statements that are not
historical facts. Forward -looking statements are often identified by terms such as “will”, “may”,
“should”, “anticipate”, “expects” and similar expressions. All statements other than statements of
historical fact included in this release, including, without limitation, statements regarding the
proposed transactions, concurrent financings or any contemplated change to the Company , are
forward-looking statements that involve risks and uncertainties. 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. Importan t factors that could cause actual
results to differ materially from the Company’s expectations are risks detailed from time to time in
the filings made by the Company with securities regulations.
The reader is cautioned that assumptions used in the prepara tion of any forward -looking
information may prove to be incorrect. Events or circumstances may cause actual results to differ
materially from those predicted, as a result of numerous known and unknown risks, uncertainties,
and other factors, many of which are beyond the control of the Company. As a result, the
Company cannot guarantee that any forward -looking statement will materialize and the reader is
cautioned not to place undue reliance on any forward -looking information. Such information,
although cons idered reasonable by management at the time of preparation, may prove to be
incorrect and actual results may differ materially from those anticipated. Forward -looking
statements contained in this news release are expressly qualified by this cautionary stat ement.
The forward-looking statements contained in this news release are made as of the date of this
news release and the Company will only update or revise publicly any of the included forward -
looking statements as expressly required by Canadian securities law.
Completion of the Transaction is subject to a number of conditions, including, but not limited to,
Canadian Securities Exchange acceptance and, if applicable, disinterested shareholder approval.
Where applicable, the Transaction cannot close until the required shareholder approval is obtained.
There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any information released or received
with respect to the Transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of CMX Gold & Silver Inc. should be considered highly speculative.
The Canadian Securities Exchange has in no way passed upon the merits of the proposed
Transaction and has neither approved nor disapproved the contents of this news release.
Neither the Canadian Securities Exchange nor its Regulation Services Pro vider accepts
responsibility for the adequacy or accuracy of this release.
This News Release does not constitute an offer to sell or a solicitation of an offer to sell any
securities in the United States. The securities have not been and will not be regis tered under the
United States Securities Act of 1933, as amended (the “US Securities Act”) or any State securities
laws, and may not be offered or sold within the United States or to US Persons unless registered
under the US Securities Act and applicable S tate securities laws, or an exemption from such
registration is available.