Ontex Resources Limited

Ontex Resources Limited
Roxmark Mines Limited

Roxmark Mines Limited

October 13, 2009 13:04 ET

Ontex Resources and Roxmark Mines Announce Merger

TORONTO, ONTARIO--(Marketwire - Oct. 13, 2009) - 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.


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.


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.


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.


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).


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.


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.

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