Maximus Ventures Ltd.
TSX VENTURE : MXV

Maximus Ventures Ltd.

September 19, 2007 09:30 ET

Maximus Agrees to Brokered Private Placement of 10,000,000 Units to Raise $3,000,000

LONGUEUIL, QUEBEC--(Marketwire - Sept. 19, 2007) -

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

Maximus Ventures Ltd. (the "Company") (TSX VENTURE:MXV) announces that it has entered into an agreement with Dundee Securities Corporation ("Dundee") and Primary Capital Incorporated ("Primary Capital") pursuant to which Dundee and Primary Capital will act as the Company's agents on a "best efforts" basis to place up to 10,000,000 Units at a price of $0.30 per Unit for gross proceeds of $3,000,000. Each Unit is comprised of one common share of the Company and one common share purchase warrant. Each warrant will entitle the holder to purchase one common share of the Company at a price of $0.40 per share for a period of 18 months from the Closing Date. The Company will have the right to accelerate the termination of the exercise period of the warrants at any time after the date which is 4 months after the Closing Date, if the closing price of the common shares is $0.40 or more for a period of 30 consecutive trading days. The Closing Date of the placement is set to occur on or around October 15, 2007.

Dundee and Primary Capital will receive a cash commission equal to 6% of the gross proceeds from the sale of the Units and broker warrants equal to 6% of the number of Units issued, each warrant entitling the holder to purchase one common share of the Company at a price of $0.30 per share for a period of 18 months from the Closing Date. Proceeds from the sale of the Units will be used by the Company for exploration expenditures on its projects in Canada and Idaho, USA and for general working capital purposes.

This placement is subject to acceptance by the TSX Venture Exchange.

"This financing provides the Company with required liquidities to pursue without interruption its aggressive exploration programs on its exploration projects in Canada and the USA, until the situation surrounding the Company's Canadian asset-backed commercial paper ("ABCP") situation is resolved," said Francois Viens, President and CEO. "This funding will also allow us to consider the acquisition of additional quality projects to allow for continued growth of the Company."

RCGT appointed Auditors

The Company has appointed Raymond Chabot Grant Thornton LLP ("RCGT"), Chartered Accountants of Montreal, Quebec (the "Successor Auditor") as the Company's auditor effective as of September 6, 2007. Davidson & Company LLP ("Davidson"), Chartered Accountants of Vancouver, British Columbia (the "Former Auditor"), in consultation with the Company, have resigned as the Company's auditor.

The change in auditors was approved by both the Audit Committee and the Board of Directors. In accordance with the requirements of National Instrument 51-102, Continuous Disclosure Obligations, A Notice of Change of Auditor ("Notice") was provided to both RGCT and Davidson. In this Notice, the Company represents that there were no reservations in the Former Auditor's reports in connection with the audits of the two most recently completed fiscal years and for any period subsequent to the most recently completed period for which an audit report was issued. There are no reportable events including disagreements, unresolved issues and consultations, as defined in the National Instrument, between the Company, the Former Auditor or the Successor Auditor.

Forward-looking Statements

This release contains certain "forward-looking statements". All statements, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future, are forward-looking statements. Forward-looking statements reflect the current internal projections, expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company.

The TSX Venture Exchange has neither approved nor disapproved of the contents of this news release.

Contact Information

  • Maximus Ventures Ltd.
    Francois Viens
    President and CEO
    (450) 677-1009
    (450) 677-2601 (FAX)
    Website: www.maximusventures.com