FMX Ventures Inc.
TSX VENTURE : FXX.H

July 08, 2011 15:07 ET

FMX Ventures Inc. Signs Letter of Intent for Proposed Reverse Take-Over Transaction With Tolima Gold Corp.

TORONTO, ONTARIO--(Marketwire - July 8, 2011) -

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

FMX Ventures Inc. (TSX VENTURE:FXX.H) announced today that it has entered into a letter of intent dated July 7, 2011 to complete a business combination (the "Transaction") with Tolima Gold Corp. ("Tolima"). Tolima is a private company based in Toronto, Ontario, with interests in gold exploration properties located in Colombia. Upon completion of the Transaction, the combined entity will carry on the business of Tolima, which is the exploration and development of prospective gold mineral properties in Colombia.

Transaction Summary

It is currently contemplated that the Transaction will be completed by way of a three-cornered amalgamation between Tolima, FMX and a newly-incorporated wholly-owned subsidiary of FMX ("Newco"), pursuant to which Tolima and Newco will amalgamate (the amalgamated entity being referred to herein as "Amalco"), and Amalco will become a wholly-owned subsidiary of FMX (FMX after the amalgamation being referred to herein as the "Resulting Issuer"). Tolima and FMX are each governed by, and upon incorporation, Newco will be governed by, the Business Corporations Act (Ontario). The Transaction is an arm's length transaction and will constitute a reverse take-over under the policies of the TSX Venture Exchange (the "TSX-V"). It is anticipated that the Resulting Issuer will be named "Tolima Gold Corp." or such other name as may be determined by Tolima.

FMX currently has 4,934,296 common shares issued and outstanding, as well as 393,000 stock options. FMX has agreed to, prior to the closing of the Transaction (the "Closing"), seek shareholder approval to consolidate the FMX common shares on a 1 for 2 basis and to change its name, and, at the request of Tolima, to modify its board structure and amend its stock option plan. Other than the share consolidation, FMX' share capital will not be altered as a result of the Transaction.

Tolima currently has 63,500,100 common shares issued and outstanding, and: (i) has issued compensation options and warrants exercisable to acquire an aggregate of 21,562,500 Tolima shares; (ii) has committed to issue 5,000,000 Tolima shares; (iii) has committed to issue Tolima shares having an aggregate value of US$3,240,000, the per share price of such shares being equivalent to the price per Tolima share as determined with reference to the Transaction, and; (iv) intends to issue up to 6,850,010 incentive stock options.

FMX and Tolima have agreed that each common share of Tolima will be exchanged for one post-consolidated common share of the Resulting Issuer pursuant to the Transaction. All outstanding convertible securities of Tolima (including all outstanding compensation options, warrants and options outstanding as of the date of Closing) will be exchanged, subject to regulatory approval, for convertible securities of the Resulting Issuer having economically equivalent terms and conditions.

Following the completion of the Transaction (based on the outstanding share capital of each of FMX and Tolima as of the date hereof, as well of the consolidation of FMX shares, the commitments of Tolima to issue securities and assumptions in respect thereof, but before any additional financing transactions that may be completed prior to the closing of the Transaction), approximately 79,067,248 common shares of the Resulting Issuer will be issued and outstanding (107,676,258 common shares on a fully-diluted basis). FMX shareholders will hold common shares representing approximately 3.12% of the outstanding common shares of the Resulting Issuer following the completion of the Transaction.

The letter of intent is non-binding with respect to commercial terms, but includes binding obligations typical in the circumstances, including those relating to a period of exclusive dealing and confidentiality. The proposed Transaction is subject to a number of terms and conditions, including the entering into by the parties of a definitive agreement with respect to the Transaction (such agreement to include representations, warranties, conditions and covenants typical for a transaction of this nature), the completion of satisfactory due diligence investigations, the approval of the directors of each of FMX and Tolima, the approval of the shareholders of FMX, the approval of the shareholders of Tolima and the approval of the TSX-V and other applicable regulatory authorities.

The parties intend that the Resulting Issuer will be listed on the TSX-V as a Mining Issuer following completion of the Transaction. Trading in the common shares of FMX will remain halted pending the satisfaction of all applicable requirements of the TSX-V. There can be no assurance that trading in the common shares of FMX will resume prior to the completion of the Transaction. Further details concerning the Transaction, Tolima (including additional financial information and technical information respecting the assets of Tolima) and other matters will be announced if and when a definitive agreement is reached.

Information Concerning Tolima

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

On March 23 and 24, Tolima completed a private placement for aggregate gross proceeds of $15,000,000 which has been and will be used to complete acquisitions and advance exploration and development of its gold properties.

Tolima's NORTOL project is strategically located in the northern region of the Tolima Department of Colombia, in proximity to important gold projects within the Cajamarca formation. Tolima is the beneficial holder of 22 mining concessions and applications for mining concessions, covering a total area of over 40,000 hectares. The regional area has a successful mining record by third party operations, such as the "El Oasis", "El Gran Porvenir", "El Papayo", "El Cairo", "El Cristo", "La Colosa" and "Falan" projects.

Tolima's ANCAL project is strategically located in the south of the Antioquia and the northwest of the Caldas Departments of Colombia within the Middle Cauca Gold belt, in the historical gold mining district of Marmato and Caramanta. Tolima is the beneficial holder of 36 mining concessions, exploitation licenses and applications for mining concessions, covering a total area of over 25,000 hectares. Tolima has identified four areas of interest: "Oro Fino", "El Salto", "Pacora" and "San Bartolome".

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

Selected Tolima Financial Information

As of June 30, 2011, Tolima had approximately $10.75 million in cash and outstanding liabilities and commitments of approximately $6.7 million (US$3.24 million of which is to be settled in Tolima common shares, as described under the heading "Transaction Summary") (unaudited).

Management and Board of Directors of Resulting Issuer

The board of directors and management of the Resulting Issuer will be nominated by Tolima. Upon completion of the Transaction, it is anticipated that the board of directors and management of the Resulting Issuer will include the persons identified below.

Jaime Lopez – Chief Operating Officer and Director

Mr. Lopez is the current President and CEO of Tolima, as well as a Director. Mr. Lopez has been a co-founder and director of more than fifteen companies in Colombia, and has participated in the structuring of gold projects worth US$250 million over the past two years, such as: Gran Colombia Gold, Medoro Resources, Mineros Nacionales, El Zancudo Gold and Providencia Gold. Mr. Lopez has over 18 years of experience in industry and finance and has structured and performed a broad spectrum of valuations for leading international investments funds, private equity firms and high net worth individuals.

Andrew DeFrancesco – Director

Mr. DeFrancesco is Chairman and CEO of Delavaco Capital Inc, a private equity and merchant banking group with a primary focus on natural resources, which has funded, jointly funded or arranged funding in excess of $500 million since 2008. Mr. DeFrancesco brings seventeen years of capital markets experience in various roles including head equity trader at one of Canada's leading independent investment banks. Mr. DeFrancesco is the Executive Chairman of Tolima, and is also the Founder, Chairman & CEO of Colcan Energy, Chairman and CEO of Delavaco Properties, Special Advisor to the Board of Directors to 3P International Energy (TSX:DOH), Co-Founder and Former Chairman and CEO of APO Energy, Co-Founder, and former Chairman and CEO of P1 Energy Corp. ($450 million merger with APO Energy in 2010), Co-Founder and special advisor to Fenix Energy (sold to Quetzal Energy (TSX:QEI) and Brownstone Energy in 2009 (TSX:BWN), Founder and Former Executive Chairman of Delavaco Energy (sold to Alange Energy for $100 million in 2009), Founder and Former Chairman & CEO of Dalradian Resources (TSX:DNA).

Ron MacMicken - Director

Mr. MacMicken is a Director of Tolima. He is a Former Managing Director, Investment Banking at Canaccord Genuity Corp. and Director, Investment Banking at Cormark Securities Inc. with a focus on international oil and gas, in addition to twelve years of capital markets and advisory experience in Toronto, London and Calgary with BMO Nesbitt Burns, Credit Suisse First Boston and National Bank Financial covering various sectors and financial products. Mr. MacMicken is also the President, COO and Director of Delavaco Capital Inc, Interim President, CEO and Director of 3P International Energy (TSX:DOH), President, COO and Director of ColCan Energy and COO and Director of Delavaco Properties.

Augusto Lopez – Director

Mr. Lopez is the former President of Bavaria S.A., Colombia's largest producer of beverages, and sits on the boards of numerous Canadian, Colombian, and Latin American enterprises involved in the securities, television, airline, cellular, and banking industries, among others. He currently serves as a director of Gran Colombia Gold Corp (TSX:GCM) and Pacific Rubiales Energy Corp (TSX:PRE). Mr. Lopez has also received many governmental and professional citations, both within Colombia and throughout the world.

John Martin – Chief Financial Officer

Mr. Martin is the current CFO of Tolima. Mr. Martin was the founding and senior partner of EvansMartin LLP, a midsize firm of Chartered Accountants based in Toronto, Ontario. He was the firm's primary resource for all clients in the area of corporate finance, mergers and acquisitions. Mr. Martin's involvement with clients in finance, merger and acquisition activities often resulted in controllership and CFO assignments on an interim basis, including assisting clients in establishing and integrating operations in the U.S., Europe and for the past two years, primarily in the oil and gas industries in Colombia, South America. As a result of the Colombian projects, Mr. Martin has developed extensive banking, legal and accounting contacts in Colombia. Mr. Martin is the Former CFO of APO Energy Inc. a $165 million private oil and gas explorer and producer in Colombia, and assisted with the successful merger of APO Energy Inc. with P1 Energy Corp, ($450 million in 2010) and is the CFO of a private Colombian oil and gas exploration company. Mr. Martin is a graduate from the University of Western Ontario and has served as a volunteer board member for numerous organizations in the not-for-profit sector.

Financing

Tolima has agreed to use its best efforts to complete, prior to the completion of the Transaction, a brokered private placement financing, on terms to be determined by Tolima and FMX.

Sponsorship

The proposed Transaction is subject to the sponsorship requirements of the TSX-V, unless an exemption from those requirements is granted by the TSX-V. Tolima intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance an exemption will be obtained. If an exemption from the sponsorship requirements is not obtained, a sponsor will be identified at a later date. An agreement to act as sponsor in respect of the Transaction should not be construed as any assurance with respect to the merits of the Transaction or the likelihood of its completion.

Information Concerning FMX

FMX was previously in the business of manufacturing, distributing and selling foot orthotics and associated computer systems for specifying custom foot orthotics in Canada and internationally. On November 1, 2007, the Company completed the sale of substantially all of the assets utilized in carrying on its orthotics business and the assumption of obligations related to the Company's business. Following the sale of shares by major shareholders of the Company in April 2009 and a concurrent change of the board and management, the Company's focus has been on the identification of an asset or business to merge with or acquire with a view to maximizing value for shareholders.

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 proposed Transaction, Tolima's anticipated share capital, the acquisition of additional mining interests by Tolima, the ability of Tolima to complete definitive documentation in respect of certain acquisitions and assets 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: receipt of government and third party approvals in respect of transferring assets, the state of the capital markets; tax issues associated with doing business internationally, the ability of Tolima to successfully manage the political and economic risks inherent in pursuing mineral exploration opportunities in Colombia; and the ability of Tolima to obtain qualified staff, equipment and services in a timely and cost efficient manner to develop its business. 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.

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 Transaction is subject to a number of conditions, including, but not limited to, acceptance by the TSX-V and shareholder approval. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction 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 Transaction, any information released or received with respect to the Transaction 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 Exchange has in no way passed upon the merits of the proposed Transaction 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.

Contact Information

  • Tolima Gold Corp.
    Andrew DeFrancesco
    (416) 362-4441

    Tolima Gold Corp.
    Lisa-Marie Iannitelli
    (416) 362-4441

    FMX Ventures Inc.
    Eric Klein
    President & CEO
    (416) 496-3742
    eklein@kleinfarber.com