Advanced Explorations Inc.
TSX VENTURE : AXI
December 06, 2007 08:32 ET
Advanced Explorations Inc. and Melville Capital Corporation Form Strategic Partnership Which Includes Up to $65,000,000 in Financing
TORONTO, ONTARIO--(Marketwire - Dec. 6, 2007) - Advanced Explorations Inc. (TSX VENTURE:AXI) (the "Company or AEI") is pleased to announce the signing of a Memorandum of Understanding ("MOU" or the "Agreement") with Melville Capital Corporation ("MCC") to work together in the development of business opportunities both local to and associated with the Roche Bay iron ore project. In consideration for MCC's support in sourcing up to $65,000,000 in financing for AEI the Company will collaborate and partner with MCC in the development and installation of various turnkey infrastructure components local to and at Roche Bay, Nunavut. These may include such things as;
- Power generation
- Advanced Processing facilities (Nugget plant, etc.)
- Derivative Products (sulphides, gypsum, etc.) and
- Lime/cement and Aggregate operations
The MOU is conditional upon the completion of a final agreement by January 30th, 2008, approval of the Company's Board of Directors and is subject to regulatory approvals. The agreement contemplates a multi-stage financing which includes; (1) on or before January 30th, 2008 a private placement of up to 3,000,000 common shares at $4.00 per common share for gross proceeds of $12,000,000 (2) by April 6th, 2008 a convertible debenture in the amount of up to $53,000,000 with a term of 5 years from the date of closing at an interest rate of prime plus 1% per annum, and (3) the right to convert any of the indebtedness under the convertible debentures to common shares at t $5.25 per common share. The MOU contemplates in connection with the foregoing, finder's fees of up to 10% of the gross proceeds raised in cash, payable in common shares, cash or a combination of both. Without the approval of AEI neither MCC nor the debenture provider can hold over 19.8% interests in the capital stock of AEI.
John Gingerich, President and CEO of AEI, commented;
"The MOU with MCC is expected to provide all the funding necessary to take the project past the definitive feasibility study. In addition MCC will collaborate with AEI in developing a broad range of associated businesses opportunities that have the potential to create additional shareholder value. The net effect is to help compress the timeframe to a potential production decision. MCC also brings significant Aboriginal and Government links that will help the Company develop a unique stakeholder development opportunity.
In addition the Company has amended its earn in schedule on the Roche Bay project which provides for an accelerated framework for the company to earn a significant equity position. With the completion of the amendment the Company has now earned its first 15% interest in the project."
The Company also announces that it has further amended its option agreement with Roche Bay Plc dated May 30, 2007, as amended wherein (i) the Company will earn a 15% interest upon the completion of 7,500 m of drilling, a further 25% interest upon the completion of 15,000 m of drilling and a pre-feasibility study, a further 5% interest upon the completion of a feasibility study that contemplates a 6 Mtpy mining operation and a 5.1% interest upon attaining a mining permit for an aggregate interest of 50.1%. The Company and Roche Bay also agreed that all funding provided by the Company on behalf of Roche Bay would be provided on a non-carried basis at the financing rates borne by the Company plus 1%.
Finally, the Company is pleased to announce that with the completion of over 7,500 m of drilling, the Company has earned a 15% interest in the Roche Bay Project.
ON BEHALF OF THE BOARD
John Gingerich, President & CEO
ABOUT Advanced Explorations Inc.
AEI, based in Toronto, Canada, has been developing a strategy to leverage its expertise and experience in identifying business opportunities within the Resource sector. The company has recently expanded its capabilities in iron ore exploration and development with the acquisition of strategic management personnel. AEI has the management, technical and exploration expertise and experience to rapidly advance the Roche Bay magnetite project, as well as develop new opportunities in the area and globally. The Roche Bay magnetite project located proximal to a natural port makes it potentially one of the world's premier iron ore opportunities. Shares of the company trade on the TSX Venture Exchange under the symbol AXI. For more information please visit www.Advanced-Exploration.com.
ABOUT Melville Capital Corporation
Melville Capital Corporation. is a private equity firm with international relationships to private and institutional funds, strategic industry partners and aboriginal leadership. The Chairman and CEO of Melville Capital, Mr. Roman Bittman is a prominent Aboriginal Canadian financier and entrepreneur in the resource, environmental remediation and media industries in Canada, the United States and China. He also manages and advises a team that includes senior executives in infrastructure development. Mr. Timothy German, President of Melville Capital has acted as a consultant and held management positions over the years both private and public sector resource based companies. Mr. William Thomson is a strategic advisor who has been a senior executive with several national and international public logistics, primary manufacturing and infrastructure companies. Mr. Ernie Belyea is a lawyer with broad management experience and is currently senior corporate counsel for Ontario Power Authority. Jim Antoine, a former Premier of the NWT and Chief of Liidlii Kue First Nation, has strong relationships with senior levels of territorial and federal governments and leaders in First Nations, Inuit and Aboriginal communities and businesses across Northern Canada.
This news release also includes forward-looking statements that involve a number of risks and uncertainties. The information reflects numerous assumptions as to industry performance, general business and economic conditions, regulatory and legal requirements, taxes and other matters, many of which are beyond the control of the company. Similarly, this information assumes certain future business decisions that are subject to change. There can be no assurance that the results predicted here will be realized. Actual results may vary from those represented, and those variations may be material.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
THE TSX VENTURE EXCHANGE HAS NEITHER APPROVED OR DISAPPROVED OF THE CONTENTS HEREIN.