FMX Ventures Inc.
TSX VENTURE : FXX.H

November 28, 2011 22:41 ET

FMX Ventures Inc. Announces Posting of Filing Statement and Receipt of Conditional Listing Approval

TORONTO, ONTARIO--(Marketwire - Nov. 28, 2011) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR FOR DISSEMINATION TO U.S. NEWS WIRE SERVICES

FMX Ventures Inc. ("FMX") (TSX VENTURE:FXX.H) is pleased to announce the filing today on SEDAR of the Filing Statement of FMX in connection with its previously announced proposed reverse take-over transaction (the "Transaction") with Tolima Gold Corp. ("Tolima"). Pursuant to the Transaction, following the implementation of the consolidation of the common shares of FMX on a one-for-two basis (the "Consolidation"), Tolima will be amalgamated with a wholly-owned subsidiary of FMX (the "Amalgamation"), each common share of Tolima will be exchanged for one post-Consolidation common share of FMX and outstanding convertible securities of Tolima will be exchanged for convertible securities of FMX. The Filing Statement contains financial and other information concerning the business and affairs of each of FMX and Tolima and for the post-Transaction company (the "Resulting Issuer"), which will change its name to "Tolima Gold Inc." (the "Name Change").

Concurrent with the filing of the Filing Statement, FMX has also filed the following two technical reports on SEDAR:

  • the report entitled "Technical Report: Tolima Gold Corp., FMX Ventures Inc. - Remedios Project, Republic of Colombia" in respect of the Tolima's Remedios Project in the Republic of Colombia, dated August 29, 2011, and prepared by Scott E. Wilson and Stewart D. Redwood; and
  • the report entitled "Technical Report: Tolima Gold Corp. - Oro Fino Project, Departments of Caldas and Antioquia, Republic of Colombia" in respect of Tolima's Oro Fino Project in the Republic of Colombia, dated July 7, 2011, and prepared by Thomas D. Rennebaum and Stewart D. Redwood.

On November 17, 2011, Tolima completed a brokered private placement offering (the "Private Placement") of 38.5 million Subscription Receipt at a price of C$0.65 per Subscription Receipt raising gross proceeds of C$25,025,000. Pursuant to its previously announced subscription, IAMGOLD Corporation acquired approximately 15.4 million Subscription Receipts under the Private Placement for an investment of approximately C$10.0 million. GMP Securities L.P. acted as lead agent for the Private Placement with a syndicate of agents including Clarus Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc. and Fraser Mackenzie Limited (collectively, the "Agents"). Each Subscription Receipt will be automatically exercised, without payment of any additional consideration and without further action on the part of the holder thereof, into one unit of Tolima, each unit consisting of one common share in the capital of Tolima (each, a "Tolima Common Share") and one-half of one common share purchase warrant of Tolima (each whole common share purchase warrant, a "Tolima Warrant") upon satisfaction of certain conditions, as set out below (the "Escrow Release Conditions"). Each Tolima Warrant will entitle the holder thereof to purchase one additional Tolima Common Share (each, a "Tolima Warrant Share"), at an exercise price of C$0.85, at any time prior to the date that is two years from the date of listing of the common shares of the Resulting Issuer on the TSX Venture Exchange (the "TSXV") upon completion of the Amalgamation (the "Listing"), subject to adjustment in certain events.

The Listing has been conditionally approved by the TSXV, subject to the satisfaction of listing conditions imposed by the TSXV. In connection with the Amalgamation, the Tolima Common Shares and the Tolima Warrants to be issued upon automatic exercise of the Subscription Receipts will be exchanged for or converted into common shares and warrants of the Resulting Issuer on a one-for-one basis.

The gross proceeds of the Private Placement (less one-half of the commission payable to the Agents and all of the expenses of the Agents) has been delivered to and is being held by Equity Financial Trust Company in an interest bearing account (the "Escrowed Funds"). One-half of the commission payable to the Agents and all of the expenses of the Agents were released to the Agents out of the proceeds from the Private Placement on the closing date with the balance of the commission payable to the Agents to be released to the Agents upon satisfaction of the Escrow Release Conditions (as described below).

The balance of the Escrowed Funds (plus any accrued interest earned thereon) will be released from escrow to Tolima upon satisfaction of the following Escrow Release Conditions including, without limitation: (i) the completion or satisfaction of all conditions precedent to the Amalgamation shall have occurred, other than the filing of the Articles of Amalgamation; (ii) the TSXV shall have conditionally approved the listing of the securities of the Resulting Issuer; and (iii) requisite shareholder approval of the Amalgamation shall have been obtained.

If the Escrow Release Conditions are not satisfied prior to 5:00 p.m. (Toronto time) on December 15, 2011, the Escrowed Funds plus accrued interest will be used by Tolima to repurchase the Subscription Receipts for cancellation at a repayment price per Subscription Receipt equal to the issue price plus a pro rata amount of any interest accrued in respect of the Escrowed Funds to the date of repayment. To the extent that the Escrowed Funds (plus accrued interest) are not sufficient to repurchase all of the Subscription Receipts at the issue price, Tolima will contribute such amounts as are necessary to satisfy any shortfall.

Shareholder approval for the Consolidation and Name Change was obtained at an annual and special meeting of FMX shareholders held on September 26, 2011. Tolima shareholder approval for the Amalgamation was obtained at a special meeting of Tolima shareholders held on November 10, 2011. The Transaction is expected to be completed on or about the week of December 5, 2011.

Information Concerning Tolima

Tolima is a gold exploration and development company with contractual interests in gold properties in Colombia.

Tolima is continuing to explore opportunities for the acquisition of additional mining interests in prospective mining districts in Colombia.

Information Concerning FMX

FMX is a reporting issuer listed on the NEX Board of the TSX Venture Exchange. The company's business focus is on the identification of an asset or business to merge with or acquire with a view to maximizing value for shareholders. In accordance with Exchange policies, the common shares of FMX have been halted from trading on the NEX Board pending completion of the Amalgamation.

Cautionary Statements

All of the interests in mining properties in Colombia held by Tolima are held beneficially and are subject to formal assignment to Tolima subsidiaries. Formal assignment is subject to review by the relevant mining authority and to registration before the National Mining Registry of Colombia, and is also subject to current compliance with the terms of each mining property and to meeting certain legal, financial and technical criteria. There is no certainty as to when such formal registration will be achieved.

Many of the interests are also held pursuant to preliminary or conditional documentation with the legal holders or beneficial holders of the respective mining titles or applications and are subject to further definitive agreements and conditions, and there is no certainty as to when such definitive documents will be completed or if the conditions will be satisfied.

Forward-looking statements

This news release contains certain "forward looking statements" including, for example, statements relating to the completion of the Amalgamation, and the ability of Tolima to achieve formal assignment and registration of its mining properties. Such forward-looking statements involve risks and uncertainties, both known and unknown. The results or events depicted in these forward-looking statements may differ materially from actual results or events. In addition to other factors and assumptions which may be identified herein, assumptions have been made regarding and are implicit in, among other things, the terms upon which the Amalgamation may be completed and the receipt of government and third party approvals in respect of transferring assets. Any forward-looking statement speaks only as of the date of this news release and, except as may be required by applicable securities laws, FMX and Tolima disclaim any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise.

The securities being offered have not been and will not be registered under the United States Securities Act of 1933 (the "U.S. Securities Act"), as amended, and such securities may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

All information contained in this press release relating to Tolima was provided by Tolima to FMX for inclusion herein. FMX has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

Completion of the Amalgamation is subject to a number of conditions, including, but not limited to, acceptance by the TSXV and shareholder approval. The Amalgamation cannot close until the required shareholder approval is obtained. There can be no assurance that the Amalgamation will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement, as applicable, of FMX to be prepared in connection with the Amalgamation, any information released or received with respect to the Amalgamation may not be accurate or complete and should not be relied upon. Trading in the securities of FMX should be considered to be highly speculative.

The TSXV has in no way passed upon the merits of the proposed Offering or the Amalgamation and has neither approved nor disapproved the contents of this press release.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES 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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