Ontex Resources Limited (TSX: ONT) and Roxmark Mines Limited (TSX
VENTURE: RMK) today announced the joint signing of a binding letter
agreement to combine the two companies in a transaction unanimously
approved by both companies' Boards of Directors.
Under the agreement, Ontex will acquire all of the issued and
outstanding shares of Roxmark at an agreed upon exchange ratio of
one Ontex share for each 1.25 Roxmark shares, based on both
companies' current issued and outstanding shares. This is
equivalent to 0.80 of an Ontex share on its current basis for each
Roxmark share and represents a 35% premium to Roxmark shareholders
based on the last closing price of both companies and a 39% premium
to Roxmark shareholders based on the 30-day volume-weighted average
share price of Ontex's and Roxmark's common shares on the TSX and
TSX-V, respectively, as of October 9, 2009. Prior to completing the
transaction with Roxmark, Ontex proposes consolidating it's
outstanding shares on a 1-for-3 basis. It is proposed that,
subsequent to the consolidation, Ontex will issue one share for
each 3.75 shares of Roxmark. In addition, all convertible
securities of Roxmark will be exercisable for shares of Ontex based
on the same exchange ratios.
The arm's length transaction is expected to close on or before
January 31, 2010 and upon closing Roxmark shareholders will hold
approximately 54% of the combined company, which will have
approximately 92.7 million shares outstanding on a post
consolidation basis.
The new company will be led by the current Ontex management
team, augmented by Roxmark management including Monir Younan,
current President of Roxmark, who is expected to be appointed as
President of Ontex upon completion of the transaction. The Board of
Directors will be comprised of seven members, including one new
Director and three Directors each from the current Ontex and
Roxmark Boards.
J. Patrick Sheridan, President & CEO of Ontex, stated, "This
transaction builds a critical mass of exploration properties.
Roxmark's holdings of past producers, combined with Ontex's
established resource base and greenfields exploration potential
creates a very exciting opportunity for all stakeholders."
Monir Younan, Roxmark President, stated, "Roxmark has made
significant progress in assembling a portfolio of high quality
properties, many of which were past producers in the
Beardmore-Geraldton camp and in advancing them toward production.
We believe that working in concert with Ontex will provide
substantially greater momentum toward achieving that goal."
"Our stakeholders are being accorded an attractive premium for
their shares, but we firmly believe that the best lies ahead
through equity participation in a combined company with a strong
growth mandate," he added.
TRANSACTION RATIONALE
The proposed business combination will provide significant
benefits for both Ontex and Roxmark shareholders, including:
- consolidation of properties in the prolific
Beardmore-Geraldton camp, pooling of gold resources, and
significant synergies in exploration and development
- greater market presence
- diversification of risk
- a combined Board and management team, drawing on the strengths
of each company
- enhanced liquidity, capital market profile and financial
strength in challenging times
- operating efficiencies leading to significant cost
reductions
- a strong position from which to participate in the anticipated
future consolidation in the Canadian gold industry, and
- access to Roxmark's mill for Ontex's future needs.
TRANSACTION DETAILS
Ontex and Roxmark anticipate the business combination will be
carried out by way of three cornered amalgamation and plan to hold
special meetings of shareholders to approve the transaction and
related matters before the end of December 2009. Approval would be
subject to certain standard conditions, including that not less
than 66 2/3% of the issued and outstanding shares of Roxmark voted
at a shareholders meeting be voted in favour of the transaction and
shareholder approval of the Ontex share issuance in connection with
the transaction by not less than a majority of the votes cast by
the Ontex shareholders. The proposed Ontex share consolidation
would be subject to approval by not less than 66 2/3% of the votes
cast by Ontex shareholders in the same shareholders' meeting.
The Board of Directors of both Ontex and Roxmark unanimously
support the proposed Transaction. Roxmark officers and directors
have entered into Voting Agreements to support the transaction
comprising approximately 21% of Roxmark's outstanding shares. Ontex
officers and directors have entered into Voting Agreements support
the transaction comprising approximately 8.5% of Ontex's
outstanding shares.
Pursuant to the letter agreement, Roxmark and Ontex have agreed
to negotiate in good faith terms of a loan of up to $1,500,000 from
Ontex to Roxmark. The loan will bear an annual interest rate of 9%
and be secured by certain property of Roxmark.
Ontex will have the right to match any unsolicited superior
proposal received by Roxmark. However, in the event that the
transaction is terminated as a result of superior offer, Roxmark
would be required to pay Ontex a break fee of $1.6 million. Should
the transaction be terminated as a result of a competing business
transaction involving Ontex, a break fee of $1.6 million would be
payable to Roxmark.
Full details of the offer will be described in a joint
management information circular to be filed with the regulatory
authorities and mailed to Roxmark and Ontex shareholders in
accordance with applicable securities laws.
The transaction is subject to customary conditions, including
regulatory and shareholder approval and the completion of
satisfactory due diligence by each of the parties.
Ontex has engaged Cassels Brock & Blackwell LLP as its legal
advisor. Roxmark has engaged McLeod Dixon as its legal advisor.
QUALIFIED PERSONS
The technical data and contents of this news release relating to
Ontex have been reviewed by Mr. Augusto Flores Q.P., who is a
Qualified Person within the meaning of National Instrument 43-101,
with the ability and authority to verify the authenticity and
validity of the data.
Also, Peter Bevan, P.Eng., consulting geologist, is the
Qualified Person for the information related to Roxmark that is
contained in this news release and is a Qualified Person within the
meaning of National Instrument 43-101.
ABOUT ONTEX
Ontex is a junior resource company focused on gold exploration
and deposit delineation at its Brookbank gold property in northern
Ontario spanning a strike length of 35 kilometers. To date, diamond
drilling has identified a structure over a 7 kilometres strike
length with mineralized zones extending from surface to a depth of
at least 800 metres. The mineral resources at a 2.0 g/t gold
cut-off grade stands at 1.84 million tonnes grading 7.3 g/t gold
containing 421,400 ounces of Indicated and 2.66 million tonnes
grading 4.9 g/t gold containing 421,400 ounces of Inferred resource
(see National Instrument 43-101 technical report - "Technical
Report on the Brookbank Gold Deposit, Beardmore - Geraldton Area,
Northern Ontario, Canada" by Scott Wilson RPA Inc. dated May 4,
2009 - filed on SEDAR).
ABOUT ROXMARK
Roxmark is a gold and molybdenum exploration and development
company operating in the Geraldton-Beardmore area. In the Beardmore
camp, Roxmark is pursuing a number of initiatives including
re-opening the Northern Empire Mine and its onsite mill and
expanding the resource base at the nearby Leitch-Sand River Mine,
once one of Canada's richest and now 100% owned by the Company.
Operated from 1937 to 1965 the Leitch Mine processed 906,395 tons
of ore with a recovery of 0.92 tons of gold per ton, yielding
860,648 oz. gold at $35 per ton. Like the nine other previously
producing mines on Roxmark lands, the Leitch Mine was open at
depth.
A 2008 National Instrument 43-101-compliant report on The
Northern Empire Mine identified 86,652 tonnes of ore grading
10.70g.Au/t, containing 29,807 ounces of indicated gold resources;
and 64,748 tonnes grading 9.95g.Au/t, containing 20,719 ounces of
inferred gold resources, at shallow depths over a limited drilled
strike length of the Contact and Power Zones. In addition, Roxmark
is an active participant (with a 30% carried interest) in The
Hardrock Project, a joint venture with Premier Gold Limited to
develop a number of Geraldton Camp properties. In 2009, as
operator, Premier is spending an estimated $8 million dollars to
carry out a three-drill, 50,000-metre program to delineate
resources on Project lands directed at establishing thresholds for
early commercial development by both open-pit and underground
mining. In addition, Premier has recently secured funding that will
assure a robust drilling program for The Hardrock Project in
2010.
In recent years, Roxmark has generated cash flow from
bulk-sampled gold and molybdenum processed at its fully-permitted,
upgraded Northern Empire mill near Beardmore and has the advantage
of infrastructure from the formerly productive gold mines located
on its properties which generated 4 million ounces of gold before
being shut down due to a $35 gold price and boundary issues since
resolved through consolidation.
FORWARD-LOOKING INFORMATION
This news release contains "forward-looking information" within
the meaning of applicable Canadian securities legislation and
United States securities laws. Forward-looking information
includes, but is not limited to, information concerning the
proposed business combination between Ontex and Roxmark and matters
relating thereto. Generally, forward-looking information can be
identified by the use of forward-looking terminology such as
"plans", "expects", or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates", or
"does not anticipate", or "believes" or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "would", "might", or "will be taken", "occur", or
"be achieved". Forward-looking information is based on the opinions
and estimates of management at the date the information is made,
and is based on a number of assumptions and subject to a variety of
risks and uncertainties and other factors that could cause actual
events or results to differ materially from those projected in the
forward-looking information. Many of these assumptions are based on
factors and events that are not within the control of Ontex or
Roxmark and there is no assurance they will prove to be correct.
Factors that could cause actual results to vary materially from
results anticipated by such forward-looking information include
changes in market conditions, variations in ore grade or recovery
rates, risks relating to international operations, fluctuating
metal prices and currency exchange rates, changes in project
parameters, the possibility of project cost overruns or
unanticipated costs and expenses, labour disputes and other risks
of the mining industry, the business of the companies not being
integrated successfully or such integration proving more difficult,
time consuming or costly than expected as well as those risk
factors discussed in Ontex's Annual Information Form for the year
ended December 31, 2008 and Roxmark's management discussion and
analysis for the period ended June 30, 2009 and, available at
www.sedar.com. Although Ontex and Roxmark have attempted to
identify important factors that could cause actual actions, events
or results to differ materially from those described in
forward-looking information, there may be other factors that cause
actions, events or results not to be anticipated, estimated or
intended. There can be no assurance that forward-looking
information will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such
information. Ontex and Roxmark undertake no obligation to update
forward-looking information if circumstances or management's
estimates or opinions should change except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.
This news release and the information contained herein does not
constitute an offer of securities for sale in the United States and
securities may not be offered or sold in the United States absent
registration or exemption from registration.
Neither the TSX Venture Exchange nor its Regulation Service
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: Ontex Resources Limited J. Patrick Sheridan President
& CEO (647) 436-0273 psheridan@ontexresources.com
www.ontexresources.com Roxmark Mines Limited Monir Younan President
(416) 860-1636 roxmark@on.aibn.com www.roxmark.com
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