ROUYN-NORANDA, QC, May 8,
2018 /CNW Telbec/ - Fieldex Exploration Inc. (TSXV: FLX)
(Frankfurt: F7E1) is pleased to announce that at an annual and
special meeting of shareholders held today, Fieldex's shareholders
unanimously approved a special resolution for a 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 Fieldex's Lac Sairs rare earth
property) and all of its liabilities to QUAD Resources Inc.
("QUAD") and unanimously approved a second resolution for a
proposed reverse take-over (the "Reverse Take-Over")
involving Fieldex, Idénergie Inc. ("Idénergie") and
Idénergie's securityholders. As a result, Fieldex has been
authorized by shareholders to proceed with the Spin-Out and Reverse
Take-Over as outlined in its management information circular dated
March 30, 2018.
At the meeting, Fieldex's shareholders also elected
Martin Dallaire, Donald
Lacasse, Jean-Pierre Landry,
Jean-François Madore and Sébastien Bellefleur as directors of
Fieldex. Following the meeting, Fieldex's Board of Directors
re-appointed Martin Dallaire as President and Chief Executive
Officer and Donald Lacasse as Chief Financial Officer and
Secretary of Fieldex.
Fieldex's shareholders also approved resolutions re-appointing
Dallaire Lapointe Inc., Chartered Professional Accountants, as the
auditor of Fieldex, ratifying and confirming the stock option plans
of QUAD and Idenergy Corporation ("Idenergy") (the company
resulting from the Reverse Take-Over), and approving a change of
corporate name from Fieldex to "Idenergy Corporation / Corporation
Idénergie".
Completion of the Spin-Out and Reverse Take-Over is subject to a
number of conditions, including final regulatory approval and
financing. It is expected that the closing of the Spin-Out,
Reverse Take-Over and concurrent financings of Idenergy and QUAD
will occur on or about May 31, 2018. If all conditions
for the Spin-Out and Reverse Take-Over are met, it is expected that
the shares of Idenergy and QUAD will commence trading on the
TSX Venture Exchange in mid-June
2018, after delivery by Idenergy and QUAD of standard
listing documentation to the TSX Venture Exchange. Each
of Idenergy and QUAD will issue a press release announcing the date
on which its shares will start trading on the TSX Venture
Exchange.
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, Idenergy, QUAD 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 corporate name, Reverse Take-Over, Spin-Out, and
concurrent financings of QUAD and Idenergy, 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, Idenergy's and QUAD's 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, 2017, 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, Idenergy and QUAD 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 final acceptance. 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 prepared in connection with the
transaction, any information released or received with respect to
the 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.
www.fieldexexploration.com
SOURCE FIELDEX EXPLORATION INC.