ROUYN-NORANDA, QC,
March 30, 2018 /CNW Telbec/ - Fieldex Exploration Inc.
(TSXV: FLX) (Frankfurt: F7E1) is pleased to announce that on
March 28, 2018, the TSX Venture Exchange conditionally
approved the previously-announced reverse take-over (the
"Reverse Take-over") of Fieldex by Idénergie Inc.
("Idénergie"), the proposed "spin-out" (the
"Spin-out") of all of Fieldex's assets (except for cash and
marketable securities having an aggregate value of $303,400 and the Lac Sairs rare earth property of
Fieldex) and all of its liabilities to QUAD Resources Inc.
("QUAD"), and the listing of Idenergy Corporation's (the
issuer resulting from the Reverse Take-over ("New
Idenergy")) common shares and QUAD's common shares on the TSX
Venture Exchange, subject only to compliance with standard
requirements of the TSX Venture Exchange. Any failure by New
Idenergy or QUAD to comply with the standard requirements of the
TSX Venture Exchange would result in the New Idenergy common shares
and QUAD common shares, respectively, not being listed on the TSX
Venture Exchange.
The Reverse Take-over with Idénergie, the Spin-out with QUAD and
related matters are subject to approval by Fieldex's shareholders
and will be voted on at Fieldex's annual and special meeting to be
held at the offices of Fasken Martineau DuMoulin LLP, 800 Square
Victoria, Suite 3700, Montreal,
Québec H4Z 1E9, on May 8, 2018, at
10:00 a.m. (eastern time) (the
"Meeting"). Shareholders of record of Fieldex on
March 26, 2018 will receive notice of and be entitled to vote
at the Meeting, and are being mailed a copy of the management
information circular of Fieldex (the "Circular") and related
voting materials (collectively, the "Meeting Materials").
The Circular provides important information on the Reverse
Take-over, Spin-out and related matters, including voting
procedures and instructions regarding proxies for registered
shareholders of Fieldex unable to attend the Meeting in person.
Shareholders are urged to read the Circular and its schedules
carefully and in their entirety. A copy of the Meeting Materials
will be available shortly under the Fieldex's profile on SEDAR at
www.sedar.com and on Fieldex's website at
www.fieldexexploration.com.
Second Amendment to Share Exchange Agreement and Asset
Transfer Agreement
Fieldex is also pleased to announce that it has entered into an
agreement with Idénergie and Idénergie's securityholders (the
"Second Amendment to the Share Exchange Agreement") to amend
certain provision of the share exchange agreement executed on
September 21, 2017 with Idénergie and Idénergie's
securityholders (the "Share Exchange Agreement"), as
previously amended, and an agreement with QUAD (the "Second
Amendment to the Asset Transfer Agreement") to amend certain
provision of the asset transfer executed on
September 21, 2017 with QUAD (the "Asset Transfer
Agreement"), as previously amended.
The Second Amendment to the Asset Transfer Agreement reflects,
among other things: (i) an increase in the number of QUAD shares to
be issued to Fieldex in connection with the Spin-out from
10 million to 12.8 million QUAD
shares; (ii) the exclusion of the Lac Sairs rare earth
property from the assets being transferred to QUAD; and (iii) a
change to the deadline for the closing of the Spin-out to
June 30, 2018.
The Second Amendment to the Share Exchange Agreement reflects,
among other things: (i) an increase in the number of QUAD shares to
be issued to Fieldex in connection with the Spin-out from
10 million to 12.8 million QUAD shares; (ii) the
exclusion of the Lac Sairs rare earth property from the assets
being transferred to QUAD; (iii) that all of the 12,800,248
QUAD shares held by Fieldex will be distributed to Fieldex
shareholders on the basis of 0.81696 QUAD Share for each Fieldex
share held on the record date of such distribution; (iv) an
increase in the size of the QUAD concurrent private placement; and
(v) a change to the deadline for the closing of the Reverse
Take-over to June 30, 2018.
All terms and conditions of the Share Exchange Agreement and
Asset Transfer Agreement, in each case, as previously
amended, not modified by the Second Amendment to the Share
Exchange Agreement and Second Amendment to the Asset Transfer
Agreement, respectively, remain unchanged. For further
details with respect to the material terms of the Reverse Take-over
and Spin-out, please refer to Fieldex's press releases dated
September 21, 2017 and December 27, 2017. The Share
Exchange Agreement, as amended by the Second Amendment to the Share
Exchange Agreement, and the Asset Transfer Agreement, as amended by
the Second Amendment to the Asset Transfer Agreement, will be filed
with the Canadian Securities Administrators and may be viewed in
due course under Fieldex's profile on SEDAR at www.sedar.com.
Conditions to Complete the Reverse-Take-over and
Spin-out
Completion of the Reverse Take-over and Spin-out are subject to
a number of conditions, including but not limited to, regulatory
approval, shareholder approval and financing. The Reverse
Take-over and Spin out cannot be completed unless the required
shareholder approval is obtained. There can be no assurance
that the Reverse Take-over and Spin-out will be completed as
proposed or at all. If all conditions for the Spin-out and
Reverse Take-over are met, it is expected that the New Idenergy
shares and QUAD shares will commence trading on the TSX Venture
Exchange by the end of May 2018, after delivery by New
Idenergy and QUAD of standard listing documentation to the TSX
Venture Exchange. Both New Idenergy and QUAD will issue a
press release announcing the date on which their shares will start
trading.
About Fieldex
Fieldex is a mineral resource company actively exploring in
Québec. As of the date hereof, Fieldex has 15,668,023 common
shares issued and outstanding.
Notice on Forward-looking Statements
This news release contains statements that may constitute
"forward-looking information" within the meaning of applicable
Canadian securities legislation. Forward-looking information may
include, among others, statements regarding the future plans,
costs, objectives or performance of Fieldex, New Idénergie, QUAD
Resources and their respective businesses, or the assumptions
underlying any of the foregoing. In this news release, words such
as "may", "would", "could", "will", "likely", "believe", "expect",
"anticipate", "intend", "plan", "estimate" and similar words and
the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as
guarantees of future performance or results, and will not
necessarily be accurate indications of whether, or the times at or
by which, such future performance will be achieved. The
forward-looking events and circumstances discussed in this release,
including completion of the Change of Name, Reverse Take-over,
Spin-out, New Idénergie Private Placement and QUAD Resources
Private Placement, may not occur and could differ materially as a
result of known and unknown risk factors and uncertainties
affecting the companies, including risks regarding investments in
an early stage clean-tech company in the renewable energy sector,
an exploration mining company, market conditions, economic factors,
New Idénergie's and QUAD Resources' management's ability to manage
and to operate their respective business, and the equity markets
generally. Forward-looking information is based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond the control of Fieldex and Idénergie. These risks,
uncertainties and assumptions include, but are not limited to,
those described under "Financial Risk Management Objectives and
Policies" and "Risks and Uncertainties" in Fieldex's Annual Report
for the fiscal year ended December 31, 2016, a copy of
which is available on SEDAR at www.sedar.com, and could cause
actual events or results to differ materially from those projected
in any forward-looking statements. Fieldex, Idénergie, New
Idénergie and QUAD Resources do not intend, nor do they undertake
any obligation, to update or revise any forward-looking information
contained in this news release to reflect subsequent information,
events or circumstances or otherwise, except if required by
applicable laws.
Completion of the transaction described in this news release
is subject to a number of conditions, including TSX Venture
Exchange acceptance and disinterested shareholder
approval. 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 to be prepared in connection with
the transaction, any information released or received with respect
to the Change of Name, Spin-out or Reverse Take-over may not
be accurate or complete and should not be relied upon. Trading
in the securities of Fieldex should be considered highly
speculative.
The TSX Venture Exchange has in no way passed upon the merits
of the proposed transaction and has neither approved nor
disapproved the contents of this press release. Neither 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 this
release.
SOURCE FIELDEX EXPLORATION INC.