|By Marketwired .||
|March 19, 2014 06:10 PM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/19/14 -- Choice Gold Corp. (CSE: CHF) ("Choice") is pleased to announce that it has entered into a tripartite Letter of Intent ("LOI") with International Enexco Inc. ("IEC") and Full Metal Minerals Ltd. (TSX VENTURE: FMM) ("Full Metal") to consolidate prospective copper assets in low-risk jurisdictions. Pursuant to the LOI, each Full Metal shareholder will receive 2.0 common shares of Choice and 1.0 listed share purchase warrant of Choice (each whole warrant a "Warrant"), with each Warrant exercisable for 5 years at a price of $0.10 per share (together, the "Full Metal Consideration") in exchange for the acquisition of Full Metal Minerals (U.S.A.) Inc. ("Full Metal US"), the wholly owned subsidiary of Full Metal that holds the Pyramid Copper Project in Alaska. Concurrently, each IEC shareholder will receive 8.8 common shares of Choice and 4.4 Warrants (collectively, the "Transaction") in exchange for the acquisition of Enexco International Inc. ("Enexco US"), the wholly owned subsidiary of IEC that holds the Contact Copper Project located in Nevada. It is anticipated that Choice will be renamed CopperBank Resources Corp. ("CopperBank") and complete a five for one share consolidation upon closing of the Transaction. In addition, prior to the completion of the Transaction, Choice is to complete a financing no less than $2 million for CopperBank. Together, CopperBank will hold both the Contact and Pyramid Copper Projects located in Nevada and Alaska respectively.
Simultaneously, IEC has entered into a separate Letter of Intent with Denison Mines Corp. ("Denison") pursuant to which Denison will acquire all of the issued and outstanding common shares of IEC save for the Enexco US subsidiary holding the Contact Copper Project.
Choice believes that the Transaction will result in numerous significant benefits to the shareholders of the company, including:
-- 100% ownership of copper exploration and development assets in excellent mining jurisdictions, providing shareholders with excellent leverage to copper. -- Exposure to the advanced Contact Copper Project in Northern Nevada that has demonstrated strong economics at today's copper prices. -- Exposure to the prospective Pyramid copper exploration project in Alaska
Gianni Kovacevic, Choice Gold's Chairman states: "We are pleased to present this exciting, and in our minds timely opportunity, to our collective shareholder base. By creating this business model we aim to satisfy a consolidation demand from our global pool of natural resource investors and at the same time offer investors an efficient and well managed vehicle leveraged to higher copper prices. Furthermore, with our focused team we will work hard to create additional shareholder value by aggressively assessing various other projects available at this time. We see projects both inside and outside the public markets valued at less than the dollars put in the ground to delineate them, let alone their underlying net asset values. This is a great opportunity."
Key Conditions Precedent for the Choice Transaction:
-- Approval by the shareholders of Choice, IEC and Full Metal; -- Choice shall have completed a financing for $2 million into CopperBank; and -- Approval of applicable regulatory authorities including the CSE and TSX Venture Exchange;
Choice expects the Full Metal Transaction will take place by way of an asset purchase agreement or such other structure to be determined in a manner that is mutually agreeable from a tax perspective to Choice and Full Metal shareholders. Pursuant to the terms of the LOI, the Transaction is conditional upon a number of items, including, without limitation, the approval of the board of directors of each party and the entering into of a definitive Asset Purchase Agreement (the "FMM Purchase Agreement") between Choice and Full Metal for the sale of Full Metal US on the terms described above. Concurrently, Choice will enter into an Asset Purchase Agreement (the "IEC Purchase Agreement") with IEC for the sale of Enexco US on the terms described above. Full details of the Transaction will be included in the formal FMM Purchase Agreement, the IEC Purchase Agreement, and management information circular to be filed with regulatory authorities and mailed to shareholders in accordance with applicable securities laws. The Transactions will be subject to the approval of 66-2/3% of Choice, Full Metal, and IEC shareholders who vote at the meeting. The FMM Purchase Agreement and the IEC Purchase Agreement will provide that, if Choice, Full Metal or IEC completes an alternative transaction, within 12 months of this announcement, a breakup fee of $50,000 would be payable in certain conditions.
Upon completion of the Transactions, it is anticipated that the Board of Directors of CopperBank will be comprised of Brad Armstrong, Dan Frederiksen and Todd Hilditch from IEC, along with Rob McLeod from Full Metal, and Gianni Kovacevic from Choice. It is expected that Rob McLeod will be appointed CEO of CopperBank and Bill Willoughby will be appointed President.
The Transactions are expected to be completed in June 2014 or such later date as the parties may mutually agree.
About Choice Gold
Choice Gold is a CSE (formerly CNSX) listed company in the business of acquiring and advancing late stage, high quality mineral deposits.
On behalf of the Board of Directors,
J. Gianni Kovacevic, Chairman
Certain statements contained in this release constitute forward-looking information. These statements relate to future events or future performance. The use of any of the words "could", "intend", "expect", "believe", "will", "projected", "estimated", "anticipates" and similar expressions and statements relating to matters that are not historical facts are intended to identify forward-looking information and are based on Choice Gold Corp.'s (the "Company") current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, this release contains forward-looking information relating to the business of the Company, the Transaction, financing and certain corporate changes. Specifically, the LOI is subject to numerous conditions precedent to closing including shareholder approval, completion of a financing, and regulatory approvals. There are no assurances that all conditions precedent will be satisfied or waived or that the Transaction will be successfully completed on the terms and conditions contemplated herein or at all. Additionally, the LOI is subject to the Company completing an equity financing in an amount of $2 million and there are no assurances that the Company will be successful in completing such financing on commercially reasonable terms or at all.
The forward-looking information contained in this release is made as of the date hereof and the Company is not obligated to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not place undue reliance on forward-looking information. The foregoing statements expressly qualify any forward-looking information contained herein.
The CSE has not reviewed and does not accept responsibility for the adequacy or accuracy of the content of this news release.
Choice Gold Corp.
J. Gianni Kovacevic
Platform-as-a-Service (PaaS) is a technology designed to make DevOps easier and allow developers to focus on application development. The PaaS takes care of provisioning, scaling, HA, and other cloud management aspects. Apache Stratos is a PaaS codebase developed in Apache and designed to create a highly productive developer environment while also supporting powerful deployment options. Integration with the Docker platform, CoreOS Linux distribution, and Kubernetes container management system ...
Mar. 2, 2015 07:45 PM EST Reads: 549
As organizations shift toward IT-as-a-service models, the need for managing and protecting data residing across physical, virtual, and now cloud environments grows with it. CommVault can ensure protection &E-Discovery of your data – whether in a private cloud, a Service Provider delivered public cloud, or a hybrid cloud environment – across the heterogeneous enterprise. In his session at 16th Cloud Expo, Randy De Meno, Chief Technologist - Windows Products and Microsoft Partnerships, will disc...
Mar. 2, 2015 07:45 PM EST Reads: 400
Hadoop as a Service (as offered by handful of niche vendors now) is a cloud computing solution that makes medium and large-scale data processing accessible, easy, fast and inexpensive. In his session at Big Data Expo, Kumar Ramamurthy, Vice President and Chief Technologist, EIM & Big Data, at Virtusa, will discuss how this is achieved by eliminating the operational challenges of running Hadoop, so one can focus on business growth. The fragmented Hadoop distribution world and various PaaS soluti...
Mar. 2, 2015 07:30 PM EST Reads: 290
There are many considerations when moving applications from on-premise to cloud. It is critical to understand the benefits and also challenges of this migration. A successful migration will result in lower Total Cost of Ownership, yet offer the same or higher level of robustness. In his session at 15th Cloud Expo, Michael Meiner, an Engineering Director at Oracle, Corporation, will analyze a range of cloud offerings (IaaS, PaaS, SaaS) and discuss the benefits/challenges of migrating to each of...
Mar. 2, 2015 07:30 PM EST Reads: 574
Cloud data governance was previously an avoided function when cloud deployments were relatively small. With the rapid adoption in public cloud – both rogue and sanctioned, it’s not uncommon to find regulated data dumped into public cloud and unprotected. This is why enterprises and cloud providers alike need to embrace a cloud data governance function and map policies, processes and technology controls accordingly. In her session at 15th Cloud Expo, Evelyn de Souza, Data Privacy and Compliance...
Mar. 2, 2015 07:30 PM EST Reads: 525
Containers and microservices have become topics of intense interest throughout the cloud developer and enterprise IT communities. Accordingly, attendees at the upcoming 16th Cloud Expo at the Javits Center in New York June 9-11 will find fresh new content in a new track called PaaS | Containers & Microservices Containers are not being considered for the first time by the cloud community, but a current era of re-consideration has pushed them to the top of the cloud agenda. With the launch ...
Mar. 2, 2015 07:15 PM EST Reads: 733
The Workspace-as-a-Service (WaaS) market will grow to $6.4B by 2018. In his session at 16th Cloud Expo, Seth Bostock, CEO of IndependenceIT, will begin by walking the audience through the evolution of Workspace as-a-Service, where it is now vs. where it going. To look beyond the desktop we must understand exactly what WaaS is, who the users are, and where it is going in the future. IT departments, ISVs and service providers must look to workflow and automation capabilities to adapt to growing ...
Mar. 2, 2015 07:00 PM EST Reads: 351
VictorOps is making on-call suck less with the only collaborative alert management platform on the market. With easy on-call scheduling management, a real-time incident timeline that gives you contextual relevance around your alerts and powerful reporting features that make post-mortems more effective, VictorOps helps your IT/DevOps team solve problems faster.
Mar. 2, 2015 05:00 PM EST Reads: 1,294
Skeuomorphism usually means retaining existing design cues in something new that doesn’t actually need them. However, the concept of skeuomorphism can be thought of as relating more broadly to applying existing patterns to new technologies that, in fact, cry out for new approaches. In his session at DevOps Summit, Gordon Haff, Senior Cloud Strategy Marketing and Evangelism Manager at Red Hat, will discuss why containers should be paired with new architectural practices such as microservices ra...
Mar. 2, 2015 04:00 PM EST Reads: 1,508
Roberto Medrano, Executive Vice President at SOA Software, had reached 30,000 page views on his home page - http://RobertoMedrano.SYS-CON.com/ - on the SYS-CON family of online magazines, which includes Cloud Computing Journal, Internet of Things Journal, Big Data Journal, and SOA World Magazine. He is a recognized executive in the information technology fields of SOA, internet security, governance, and compliance. He has extensive experience with both start-ups and large companies, having been ...
Mar. 2, 2015 04:00 PM EST Reads: 1,336
HP and Aruba Networks on Monday announced a definitive agreement for HP to acquire Aruba, a provider of next-generation network access solutions for the mobile enterprise, for $24.67 per share in cash. The equity value of the transaction is approximately $3.0 billion, and net of cash and debt approximately $2.7 billion. Both companies' boards of directors have approved the deal. "Enterprises are facing a mobile-first world and are looking for solutions that help them transition legacy investme...
Mar. 2, 2015 04:00 PM EST Reads: 703
The industrial software market has treated data with the mentality of “collect everything now, worry about how to use it later.” We now find ourselves buried in data, with the pervasive connectivity of the (Industrial) Internet of Things only piling on more numbers. There’s too much data and not enough information. In his session at @ThingsExpo, Bob Gates, Global Marketing Director, GE’s Intelligent Platforms business, to discuss how realizing the power of IoT, software developers are now focu...
Mar. 2, 2015 03:15 PM EST Reads: 1,444
Operational Hadoop and the Lambda Architecture for Streaming Data Apache Hadoop is emerging as a distributed platform for handling large and fast incoming streams of data. Predictive maintenance, supply chain optimization, and Internet-of-Things analysis are examples where Hadoop provides the scalable storage, processing, and analytics platform to gain meaningful insights from granular data that is typically only valuable from a large-scale, aggregate view. One architecture useful for capturing...
Mar. 2, 2015 02:00 PM EST Reads: 1,416
SYS-CON Events announced today that Vitria Technology, Inc. will exhibit at SYS-CON’s @ThingsExpo, which will take place on June 9-11, 2015, at the Javits Center in New York City, NY. Vitria will showcase the company’s new IoT Analytics Platform through live demonstrations at booth #330. Vitria’s IoT Analytics Platform, fully integrated and powered by an operational intelligence engine, enables customers to rapidly build and operationalize advanced analytics to deliver timely business outcomes ...
Mar. 2, 2015 01:45 PM EST Reads: 1,284
DevOps is about increasing efficiency, but nothing is more inefficient than building the same application twice. However, this is a routine occurrence with enterprise applications that need both a rich desktop web interface and strong mobile support. With recent technological advances from Isomorphic Software and others, it is now feasible to create a rich desktop and tuned mobile experience with a single codebase, without compromising performance or usability.
Mar. 2, 2015 01:15 PM EST Reads: 1,209