Gimus Receives TSX-V Conditional Approval for RTO
MONTREAL, QUEBEC--(Marketwired - Dec 6, 2013) - Gimus Resources
Inc. ("Gimus" or the "Corporation") (TSX-VENTURE:GIR) is pleased to
announce that, further to its news releases dated September 16,
2013, the TSX Venture Exchange (TSX-V) has granted conditional
acceptance of the Corporation's proposed acquisition of Fancamp
Exploration Ltd.'s ("Fancamp") Lac Lamêlée South Iron Property (the
"Property") in the Fermont Mining District of northeastern Quebec
and Concurrent Financing, which will constitute a reverse takeover
pursuant to TSX Venture Exchange's ("TSX-V") policies (the
"Proposed Transaction").
Guy Girard, President and CEO, stated: "The conditional
approval by the exchange of this transaction is an important
milestone in the Corporation's drive to emerge as a "pure iron"
exploration and development company with an asset of high
potential."
Gimus shareholder approval for the Proposed Transaction will be
sought by the Corporation at an Annual and Special Shareholders'
Meeting (the "Meeting"). In connection with the foregoing Gimus
shareholder approval, the Corporation announces that the notice of
Meeting and management information circular (together, the
"Circular"), dated November 19, 2013, with respect to the Proposed
Transaction, proposed name change to "Lamêlée Iron Ore Ltd. /
Lamêlée Minerais de Fer ltée." and annual meeting matters, has been
mailed to Gimus shareholders of record as of November 8, 2013. The
Circular contains a detailed description of the Proposed
Transaction. The Circular has also been filed on SEDAR
(http://www.sedar.com).
The Meeting will be held at the offices of Langlois Kronström
Desjardins LLP, 28th Floor, 1002 Sherbrooke W., Montréal, QC, on
Friday, the 20th day of December, 2013 at 11:00 a.m. (Montreal
time). All Gimus shareholders are encouraged to vote in person or
by proxy at the Meeting.
The Board of Directors of Gimus (the "Board") has unanimously
determined that the Proposed Transaction is in the best interests
of the Corporation and its shareholders. The Board has unanimously
recommended that shareholders vote in favour of approving the
Proposed Transaction.
Upon completion of the Proposed Transaction, Gimus anticipates
that it will be continue to be classified as Tier 2 Mineral
Exploration Issuer under the TSX-V's policies and will continue to
be engaged in the business of mineral exploration.
Trading of Gimus common shares ("Gimus Shares") on the TSX-V is
expected to resume on December 10, 2013.
Closing of the Proposed Transaction is anticipated to occur on
or about December 20, 2013 (the "Closing Date").
PROPOSED TRANSACTION HIGHLIGHTS
Under the Proposed Transaction, Gimus will acquire the Property
(the "Acquisition") and complete a concurrent financing for minimum
gross proceeds of $500,000 and maximum of $1,250,000 (the
"Concurrent Financing"), through the issuance of units at a price
of $0.10 per unit. Fancamp will transfer its 100% interest in the
Property, which is subject to a 1.5% NSR in favour of the Sheridan
Platinum Group Ltd. (the "Sheridan NSR Royalty"), in consideration
for the issuance by Gimus of 43,000,000 Gimus Shares to Fancamp at
a deemed price of $0.10 per share and the grant of an additional
1.5% NSR in favor of Fancamp. Champion Iron Ore Limited
("Champion") accepted to waive the exercise of its right of first
refusal with respect to the transfer of the Property in
consideration for the issuance by Gimus of 2,000,000 Gimus Shares
to Champion at a deemed price of $0.10 per share and the issuance
by Fancamp of 4,000,000 common shares at a deemed price of $0.05
per share. Upon completion of the proposed transaction, Champion's
right of first refusal will be extinguished.
As additional consideration for the Acquisition, Gimus will be
assigned and transferred by Fancamp all of its rights, interests,
duties and obligations under the Sheridan NSR Royalty at the
Closing Date. However, Fancamp will pay, to the exoneration of
Gimus, the yearly advance royalty payments for an aggregate amount
of $500,000 on their due date in accordance with the terms and
conditions of the Sheridan NSR Royalty.
The Units offered under the Concurrent Financing will each be
consisting of one (1) Gimus common share and one-half of one (1/2)
Gimus common share purchase warrant, each full warrant entitling
the holder to acquire one (1) additional common share of the
resulting issuer at a price of $0.15 for a period of 24 months from
the Closing Date. In accordance with the terms of the Acquisition,
Champion will subscribe to $200,000 of the Concurrent
Financing.
Although the Concurrent Financing will be non-brokered, Gimus
may have to pay cash finder's fees in accordance with the TSX-V
Corporate Finance Manual. If market conditions are favorable, Gimus
may also proceed with an additional flow-through financing, which
will be closed after the closing of the Proposed Transaction,
however no terms have been determined at this time and there is no
assurance that such an additional offering will be undertaken.
If the Proposed Transaction is completed and assuming completion
of the maximum Concurrent Financing, a total of 73,679,000 Gimus
Shares will be issued and outstanding of which 58.4% will be held
by Fancamp (43,000,000 Gimus Shares), 22.0% will be held by the
current Gimus shareholders (16,179,000 Gimus Shares), 5.4% by
Champion (4,000,000 Gimus Shares, including their participation in
the Concurrent Financing) and 14.4% by subscribers to the Offering
(10,500,000 Gimus Shares).
In addition, some 46,160,125 Gimus Shares and 375,000 Gimus
Share purchase warrants, (of which 720,000 Gimus Shares represent
the balance of the Gimus Shares escrowed at the listing of Gimus on
the TSX-V), will be subject to escrow pursuant to TSX-V Policy 5.4,
and 2,000,000 Gimus Shares, pursuant to the TSX-V Seed Share Resale
Restrictions, will be considered "Value Escrow Shares".
Gimus is relying on a sponsorship exemption contained in the
TSX-V's policies.
The Lac Lamêlée South Iron Property
The Property consists of 29 mineral claims covering
approximately 15 km2 located in northeastern Quebec near the border
with Newfoundland and Labrador, approximately 50 kilometres south
of the city of Fermont, in the Province of Québec, which Fancamp is
the beneficial and duly registered owner of 100% of the rights,
title and interests, subject to Sheridan NSR Royalty. The Property
is situated in the southern segment of the Labrador Trough which
consists of early Proterozoic sedimentary and volcanic rocks
highlighted by iron formations that have been mined since 1954.
This segment of the Labrador Trough sits in the Gagnon Terrain of
the Grenville Geological Province. All the economic iron
concentrations in the Labrador Trough are located in the same
litho-stratigraphical package termed the Sokoman Formation also
known in Fermont as the Wabush Formation. The higher metamorphic
grade common throughout the Gagnon Terrain is responsible for
recrystallizing the iron oxides into coarse-grained magnetite and
specular hematite thus improving the quality of the iron ore for
processing.
The Property is described in detail in a technical report dated
October 1, 2013, entitled "NI 43-101 Technical Report - The Lac
Lamêlée South Property, Labrador Through, Northeastern Québec,
Canada, Disclosure of Mineral Resources on behalf of Gimus
Resources Inc." authored by Pierre-Jean Lafleur, P. Eng., and Ali
Ben Ayad, P. Geo., which has been completed in accordance with NI
43-101 standards and regulations, and is available on SEDAR
(http://www.sedar.com).
The following table sets out selected financial data of
Fancamp's Property derived from the schedule of carve-out assets of
Fancamp's Property for the periods ended July 31, 2013 (unaudited)
and April 30, 2013, 2012 and 2011 (audited). This summary of
financial data should be read together with the schedule of
carve-out assets of the Property and notes thereto set forth in
Schedule "D" of the Circular.
|
As at July 31, 2013 and for the three month period then ended
(unaudited) ($) |
As at April 30, 2013 and for the year then ended (audited) ($) |
As at April 30, 2012 and for the year then ended (audited) ($) |
As at April 30, 2011 and for the year then ended (audited) ($) |
Acquisition Costs |
1,059,976 |
1,059,976 |
1,059,976 |
1,059,976 |
Exploration Expenditures |
4,332,228 |
4,279,594 |
1,118,446 |
42,001 |
Total Assets |
5,392,204 |
5,339,570 |
2,245,422 |
1,101,977 |
Interest of Insiders, Promoters or Control Persons
The following table contains the list of all of the insiders and
non-arm's length parties pursuant to the Proposed Transaction. No
insider, promoter or control person of Gimus or their associates
and affiliates (before giving effect to the Proposed Transaction)
have any interest in the Proposed Transaction other than that which
arises from their holding of Gimus common shares, as appears in the
following table:
Name of Interested Party |
Position with Gimus |
Position with the Resulting Issuer as of December 20, 2013 |
Number and Percentage of Gimus Shares |
Mr. Jean Lafleur |
Director, VP Exploration |
President and CEO, Chairman |
1,150,887 (1.74%)(1) (1.56%)(2) |
Mr. Guy Girard |
Director, President & CEO |
CFO and Secretary |
1,239,238 (1.87%)(1) (1.68%)(2) |
Mr. Marc Labrecque |
Director, CFO |
- |
220,933 (0.33%)(1) (0.30%)(2) |
Mr. Pierre Barnard |
Chairman, Secretary and Director |
- |
720,000 (1.09%)(1) (0.98%)(2) |
Mr. Roger Rosmus |
Director |
- |
400,000 (0.60%)(1) (0.54%)(2) |
Mr. Pierre Lortie |
- |
Director |
250,000 (0.38%)(1) (0.34%)(2) |
Mr. Jean Depatie |
- |
Director |
250,000 (0.38%)(1) (0.34%)(2) |
Mr. Paul Ankcorn |
- |
Director |
Nil |
Notes: |
|
(1) |
Assuming completion of minimum Concurrent Financing. |
(2) |
Assuming completion of maximum Concurrent Financing. |
THE RESULTING ISSUER
Following the Proposed Transaction, the Board of Directors of
the resulting issuer will comprise the following individuals: Jean
Lafleur (Chairman), Guy Girard, Pierre Lortie, Jean Depatie, and
Paul Ankcorn. The officers of the resulting issuer will consist of
Jean Lafleur (President & Chief Executive Officer) and Guy
Girard (Chief Financial Officer and Secretary). Gimus' name will
also be changed for Lamêlée Iron Ore Ltd / Lamêlée Minerais de Fer
ltée.
The resulting issuer expects to grant 4,500,000 options to
Directors, Officers and consultants following closing of the
Proposed Transaction.
At the Closing Time and assuming completion of the maximum
Offering, it is anticipated that only Fancamp will exercise control
or direction over more than 10% of the then issued and outstanding
shares of the resulting issuer.
Brief biographies for the proposed Directors and Officers of the
resulting issuer are set out below:
Jean Lafleur, President, CEO and Chairman
Mr. Lafleur is currently a mineral exploration and management
consultant and he is the President & CEO as well as a member of
the Board of Directors of Fancamp Exploration Ltd. He is also a
Director Pangolin Diamonds Corp., and the privately-owned Guinea
Iron Ore Limited; and he is VP Exploration of Aurvista Gold Corp.
Mr. Lafleur received his B.Sc. and M.Sc. degrees in Geology from
the University of Ottawa. He has more than 30 years of experience
in various capacities within the mineral exploration field, both in
Canada and internationally, with a wide range of industry-leading
companies, and was instrumental in the discovery of new ore
reserves on gold projects in Val-d'Or and Malartic mining camps,
and in acquiring, exploring and developing Champion's multi-billion
tonnes Fermont Iron Property. He has led exploration teams in the
search for precious and base metals, iron, nickel,, titanium,
lithium, vanadium and uranium.
Guy Girard, CFO and Director
Mr. Girard holds a finance degree (obtained in 1985) and a
master's degree in finance from Laval University (obtained in
1992). Mr. Girard is currently Founder and President of Explo-Logik
Inc. a consulting and logistics firm in the mining industry which
also does equipment rental. From 1985 to 1998, Mr. Girard worked as
a representative, Director and Vice-President for various Canadian
securities firms. In 1998, Mr. Girard co-founded Avensys
Corporation Inc. and was its Vice-President of Finance until August
2003. During this period, while being responsible for the financial
operations of Avensys Corporation Inc. and of its five
subsidiaries, Mr. Girard realized many acquisitions and financing
transactions and organized the sale of the company to a U.S. based
entity. From 2003 to 2004, Mr. Girard was President of Cogivar
Corporation and Vice-President of Pamérica Corporation, two capital
pool companies which have completed their qualifying transactions
in order to qualify on the TSX-V. From 2005 to 2009, Mr Girard
founded Sugarhill Capital Inc., a consulting firm specializing in
M&A, where he was president & CEO. He is also a Director of
Jourdan Resources Inc. since June 2006 and was CFO of this company
from 2006 to 2011, he was director and a member of the audit
committee of Wanted Technologies Corporation from September 2005 to
November 2013, a director and officer of Uragold Bay Resources Inc.
from June 2007 to July 2009, director of Kree Tech International
Corporation from April 2004 to March 2008 and director of Glen
Eagle Resources Inc. from March 2006 to November 2006, all
corporations listed on the TSX-V.
Pierre Lortie, Director
Mr. Lortie is Senior Business Advisor at the law firm Dentons
Canada S.E.N.C.R.L. He is currently a Director of Element Financial
Corporation, Tembec Inc. and Canam Group Inc., listed on the TSX.
Mr. Lortie was a Director of Consolidated Thompson Iron Mines Ltd.,
listed on the TSX, and Arianne Resources Inc., which trades on the
TSX-V. Mr. Lortie served as President of the Transition Committee
of the Agglomeration of Montreal from its inception in June 2004 to
the end of its mandate in December 2005. At Bombardier Inc., Mr.
Lortie served as President and Chief Operating Officer of their
Transportation, Capital, International and Regional Aircraft groups
until December 2003. He has also served as Chairman of Canada's
Royal Commission on Electoral Reform and Party Financing. He has
been Chairman of the Board, President and CEO of provigo Inc.,
President and CEO of the Montreal Stock Exchange and a senior
partner of Secor Inc. Mr. Lortie received a master of business
administration degree with honours from the University of Chicago,
a license in applied economics from the Universite catholique de
Louvain, Belgium, and a bachelor's degree in applied sciences
(engineering physics) from Universite Laval, Canada. He received
his certification from the Institute of Corporate Directors
(ICD.D). Mr. Lortie was awarded the Order of Canada in 2001.
Jean Depatie, Director
Mr. Depatie has over 45 years of national and international
experience in economic geology, having acted, directly or
indirectly, as consultant for organizations such as the United
Nations, the World Bank, the Asian Development Bank, the
Commonwealth Agency and the Québec Ministry of Natural Resources.
In addition to being a past Director of Glamis Gold Ltd. (now
Goldcorp Inc.) and Novicourt Inc. (now Xstrata plc), Mr. Depatie
was instrumental in the development of Consolidated Thompson
through his six-year tenure as a director. Mr. Depatie has also
served as officer and/or director to a number of other companies
listed on US and Canadian stock exchanges. Mr. Depatie is a former
President of the Québec Professional Association of Geologists and
Geophysicists (1980-81). Mr. Depatie is an economic geologist with
a BA in math and physics, and holds both bachelor and master
degrees in geology. He received an award of excellence in 1990 from
the Québec Department of Energy and Resources.
Paul Ankcorn, Director
Mr. Ankcorn is an Executive Officer in the mining business. He
was the President and Director of the Cartier Iron Corporation from
2012 to 2013, the CFO of Tartisan Resources Corp. and Shield Gold
Inc. since 2008, and President of Remington Resources Inc. from
2005 to 2010. He is a Director of ACME Resources Corp., Shield Gold
Inc.; Champion Iron Mines Limited, Tartisan Resources Corp., and
Fancamp Exploration Ltd.
CONDITIONS TO PROPOSED TRANSACTION
The Proposed Transaction constitutes a reverse takeover and is
not a related party transaction within the meaning of the TSX-V
Corporate Finance Manual.
However, Mr. Jean Lafleur, President and Chief Executive Officer
and Director of Fancamp, is also a Director of Gimus, and Guy
Girard, current President and Chief Executive Officer and Director
of Gimus, is also the executive Vice President and Project
Logistics Manager of Fancamp. Accordingly, the votes attached to
their 2,390,125 Gimus Shares, will be excluded from Gimus
Shareholder's approval of the Acquisition.
Completion of the Proposed Transaction is subject to a number of
conditions, including TSX-V acceptance and court and shareholder
approval. The transaction cannot close until all requisite
approvals are obtained and the minimum Concurrent Financing of
$500,000 completed. 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 Proposed Transaction may not be accurate or complete and
should not be relied upon. Trading in the securities of Gimus
should be considered highly speculative.
The TSX-V has in no way passed upon the merits of the proposed
transaction and has neither approved nor disapproved the contents
of this press release.
About Gimus Resources Inc.
Gimus is a mineral exploration company the common shares of
which are listed for trading on the TSX-V under the symbol "GIR".
Gimus currently has 16,179,000 Gimus Shares outstanding and has
reserved for issuance 750,000 additional Gimus Shares pursuant to
stock options and 1,763,820 Gimus Shares pursuant to warrants and
compensation options.
The technical information in the news release was prepared
by Jean Lafleur, M.Sc., P.Geo., VP Exploration and a Director of
Gimus, a Qualified Person under NI 43-101.
This news release includes certain information that may
constitute "forward-looking information" under applicable Canadian
securities legislation. Forward-looking information includes, but
is not limited to, statements about planned operations.
Forward-looking information is necessarily based upon a number of
estimates and assumptions that, while considered reasonable, are
subject to known and unknown risks, uncertainties, and other
factors which may cause the actual results and future events to
differ materially from those expressed or implied by such
forward-looking information, including the risks identified in the
annual information forms, management discussion and analysis and
other securities regulatory filings by Gimus on SEDAR (including
under the heading "Risk Factors" therein). There can be no
assurance that such information will prove to be accurate, as
actual results and future events could differ materially from those
anticipated in such forward-looking information. Accordingly,
readers should not place undue reliance on forward-looking
information. All forward-looking information contained in this
press release is given as of the date hereof and is based upon the
opinions and estimates of Gimus' management and information
available to management as at the date hereof. Gimus disclaim any
intention or obligation to update or revise any forward-looking
information, whether as a result of new information, future events
or otherwise, except as required by law.
Neither TSX and the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
and TSX Venture Exchange) accepts responsibility for the adequacy
or accuracy of this news release.
Gimus Resources Inc.Guy Girard, President and CEO+1 514 923
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