Alexis Minerals (AMC-T) 20 to 1 consolidation and name change to QMX Gold (QMX-T).
www. alexisminerals.com
29.7 million o/s
QMX to sell Rouyn-Noranda camp for $5-million, and shares
Sept 14, 2012 - News Release
QMX Gold Corp., pursuant to the letter of intent announced in May, has entered into a purchase and sale agreement, dated Sept. 12, 2012, with Druk Capital Partners (DRU.P-V, HALTED)., to sell its base metals camp in Rouyn-Noranda, Que., to Druk, for gross proceeds in the amount of $5-million and for seven million common shares of Druk at a deemed price of 25 cents per share. The transaction will not affect the 100-per-cent-owned Lac Pelletier property of QMX.
The transaction will constitute a qualifying transaction for Druk, as such term is defined by the TSX Venture Exchange, and accordingly closing of the transaction is scheduled to occur on or before Sept. 21, 2012, and remains subject to the approval of the TSX Venture Exchange.
QMX believes the benefits of the transaction are as follows:
- Increases the cash position of QMX to move the Snow Lake project forward;
- Brings the exploration potential of the mineral-rich Rouyn-Noranda properties to the near term as the exploration efforts by Druk ramp up as the property will become the qualifying property of Druk;
- Provides QMX the opportunity to participate in the growth of an independent junior exploration company by retaining approximately 16-per-cent ownership of Druk upon closing of the transaction and completion of Druk's qualifying transaction.
The project in Rouyn-Noranda, which covers approximately 728 square kilometres, was originally added to the company's portfolio of properties in 2004 when the company entered into a 50/50 joint venture with Noranda Inc. QMX acquired rights to the property in April, 2011, when it completed an agreement with Xstrata Canada Corp. The mining camp had historically produced gold and other base metals. QMX considers the transaction to be a positive move for both companies as it furthers the development of the Rouyn-Noranda property while allowing QMX to refocus its Quebec-based exploration efforts on its other properties located in the Val d'Or region of Quebec.
Francois Perron, president and chief executive officer of QMX, commented on the agreement: "I am pleased to be strategically partnering with Druk, which we believe will allow for the rapid mobilization of exploration efforts in Rouyn, while allowing QMX to advance on its core priorities as well. Entering into this agreement with Druk is an important strategic move for the future of QMX. The structure of the deal is such that it will still allow QMX to participate in the exploration upside of the property, which we continue to believe is impressive, yet it allows us to move forward in our goal of getting the Snow Lake project closer to production."
Pursuant the agreement, Druk will acquire 100 per cent of the company's rights, titles, and interests to and in the project by:
- Paying Alexis the aggregate gross sum of $5-million in cash upon closing the transaction;
- Issuing to QMX seven million common shares of Druk at a deemed price of 25 cents per share, which shall be released to QMX upon completion of certain conditions set out in an escrow agreement to be entered into between the parties and in accordance with the policies of the TSX Venture Exchange.
Provided that QMX retains a 10-per-cent equity interest in Druk on an undiluted basis, Druk shall grant QMX the right to maintain its pro rata interest in the securities of Druk in any future financing completed by Druk in which QMX may be legally entitled to participate following the transaction and shall maintain the right to nominate one member to the board of Druk. Should the company's equity interest in Druk at any time fall below 10 per cent (on an undiluted basis), the foregoing rights shall immediately cease and be of no further force and effect. Upon closing of the transaction, Druk has agreed to maintain the continuity of the operations in Val d'Or, Que., by making offers to employ several current employees of QMX who have an intimate working knowledge of the property. In addition, in accordance with the agreement, the parties shall enter into a pooling agreement upon closing, which will contain certain restrictions on the company's right to sell the Druk shares and shall provide that the company will vote its Druk shares in accordance with the reasonable recommendations of management of Druk at any of its annual general or special meetings of shareholders.
Qualified person
Technical programs and scientific and technical information included in this release have been supervised, compiled, reviewed and approved by David Rigg, PGeo, the chairman of the company, a qualified person as defined under NI 43-101.
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