FMX Ventures Inc.
TSX VENTURE : FXX.H

Tolima Gold Corp.

October 27, 2011 09:20 ET

FMX Ventures Inc. and Tolima Gold Corp. Announce Strategic Investor and Commencement of Private Placement Offering

TORONTO, ONTARIO--(Marketwire - Oct. 27, 2011) -

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

FMX Ventures Inc. (TSX VENTURE:FXX.H) ("FMX") and Tolima Gold Corp. ("Tolima" or the "Company") are pleased to announce that Tolima has entered into a subscription agreement with IAMGOLD Corporation (TSX:IMG)(NYSE:IAG) ("IAMGOLD") pursuant to which IAMGOLD will make an equity investment in Tolima prior to the closing of the previously announced reverse takeover transaction with FMX (the "Amalgamation"). IAMGOLD has agreed to purchase approximately 15.4 million subscription receipts (the "Subscription Receipts") of Tolima at a price of C$0.65 per Subscription Receipt (the "Issue Price") for a total investment of approximately C$10.0 million. Pursuant to an investor rights agreement to be entered into on the closing of the Offering (as hereinafter defined), IAMGOLD will have the right, for so long as it holds at least 10% of the issued and outstanding common shares of the Company, or FMX following completion of the Amalgamation, to maintain its pro rata equity interest in the Company or FMX and have one representative on the Company's or FMX's board of directors. Tolima has also agreed with IAMGOLD that a minimum of 80% of the aggregate gross proceeds of IAMGOLD's strategic investment will be exclusively committed to the exploration and development of Tolima's Ancal and Nortol projects.

This investment by IAMGOLD in Tolima is part of a larger brokered private placement offering by Tolima (the "Offering") of up to approximately 30.8 million Subscription Receipts. GMP Securities L.P. ("GMP") will act as lead agent for the Offering with a syndicate of agents including Clarus Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc. and Fraser Mackenzie Limited (the "Agents"). The Subscription Receipts will be offered on a best efforts basis at the Issue Price for aggregate gross proceeds to the Company of up to approximately C$20.0 million pursuant to an agency agreement to be entered into between Tolima and the Agents. In addition, the Company will grant to the Agents an option (the "Agents' Option"), exercisable up to 48 hours prior to the Closing Date (as hereinafter defined), to arrange for the purchase of up to an additional 25% of the number of Subscription Receipts at the Issue Price for additional gross proceeds to the Company of up to approximately C$5.0 million.

Andy DeFrancesco, the Executive Chairman of Tolima, commented "We are thrilled to have IAMGOLD as a strategic investor in Tolima. IAMGOLD is a premier gold mining company that is dynamic and well supported by a strong and responsible management and technical team. This investment endorses the quality of our project portfolio and their confidence in our team. IAMGOLD is an ideal partner and we look forward to their continued support and the contribution of their expertise for the next stages of growth for Tolima."

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 "Common Share") and one-half of one common share purchase warrant of Tolima (each whole common share purchase warrant, a "Warrant") upon satisfaction of certain conditions, as set out below (the "Escrow Release Conditions").

Each Warrant will entitle the holder thereof to purchase one additional Common Share (each, a "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 (as hereinafter defined) on the TSX Venture Exchange (the "TSXV") upon completion of the Amalgamation (the "Listing"), subject to adjustment in certain events.

In connection with the Amalgamation, the Common Shares and the Warrants to be issued upon automatic exercise of the Subscription Receipts will be exchanged for or converted into common shares and warrants of FMX on a one for one basis (FMX following the Amalgamation is referred to as the "Resulting Issuer").

The gross proceeds of the Offering (less one-half of the commission payable to the Agents and all of the expenses of the Agents) will be delivered to and held by a licensed Canadian trust company or other escrow agent mutually acceptable to GMP and the 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 will be released to the Agents out of the proceeds from the Offering on the Closing Date with the balance of the commission payable to the Agents being released to the Agents upon satisfaction of the Escrow Release Conditions.

The balance of the Escrowed Funds (plus any accrued interest earned thereon) will be released from escrow to the Company 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 accepted 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 the Company 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, the Company will contribute such amounts as are necessary to satisfy any shortfall.

The Offering is scheduled to close on or about November 15, 2011 (the "Closing Date"), or such other date as is agreed upon by the Company and GMP.

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 proposed Amalgamation with Tolima.

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 Offering and 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 Offering and 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 Offering or 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.

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