Rimfire Minerals Corporation
TSX VENTURE : RFM

Rimfire Minerals Corporation
Geoinformatics Exploration Inc.
TSX VENTURE : GXL

Geoinformatics Exploration Inc.

May 26, 2009 10:22 ET

Rimfire and Geoinformatics Announce Business Combination

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 26, 2009) - Rimfire Minerals Corporation (TSX VENTURE:RFM) ("Rimfire") and Geoinformatics Exploration Inc. (TSX VENTURE:GXL) ("Geoinformatics") are pleased to announce joint execution of a binding letter agreement to complete a business combination (the "Transaction"), unanimously approved by both companies' Board of Directors. Under the agreement, Geoinformatics will acquire all of the issued and outstanding shares of Rimfire at an agreed exchange ratio of 2.6 Geoinformatics shares per Rimfire share, based on both companies' current issued and outstanding shares. This represents a 33% premium to Rimfire shareholders based on the 10-day volume-weighted average share price of both companies' common shares on the TSX-V as of May 25, 2009. The Transaction is expected to close before the end of July 2009 and upon closing Rimfire shareholders will hold approximately 47% of the combined company. The combined company will be led by the current Rimfire management team, augmented by Geoinformatics management appointments.

Jason Weber, President & CEO of Rimfire, stated, "Geoinformatics has built an excellent portfolio of projects based on sound geological principles. We are excited by the immense exploration upside of Geoinformatics' Whistler Project, which includes a high grade gold-copper porphyry system anchored by a substantial resource. In addition, the project area contains numerous drill ready targets defined by previous work and we believe the combined company will be extremely well positioned to extract value for its shareholders."

Rosie Moore, CEO of Geoinformatics, stated, "Rimfire's management team has earned a stellar reputation for technical strength, integrity and preservation of capital through skillful negotiation and management of joint ventures with major partners. The addition of several wholly owned Geoinformatics projects, along with new board and management input, will provide the opportunity to expand Rimfire's successful business model to include other strategic growth initiatives. We are very excited about the dynamic potential of the new combined company."

TRANSACTION RATIONALE

The proposed business combination will provide significant benefits for both Rimfire and Geoinformatics shareholders including:

- Create a well-funded exploration company with a NI43-101 compliant resource of 1.31 and 4.44 million gold equivalent ounces in the Indicated and Inferred Resource categories, respectively (refer to Table 1 for details).

- Continuation of Rimfire's successful 'joint-venture' exploration model.

- Mandate an expanded focus to create shareholder value via advancement of priority projects and pursuit of value-added consolidation.

- Consolidate an extensive precious metals focused property portfolio with geographic synergies in Alaska, British Columbia and Nevada.

- Enhanced management team skilled in leveraging exploration via strategic partnerships with international mining companies.

- Strengthened Board of Directors with expertise in capital markets and project advancement.

- Streamline G&A and other head office costs.

ABOUT GEOINFORMATICS & THE WHISTLER PROJECT

Geoinformatics' assets include an extensive property portfolio in Alaska, British Columbia, Ontario, Mexico and Nevada plus approximately 44.6% ownership of Clancy Exploration Ltd. (ASX:CLY). The flagship wholly-owned Whistler Project in Alaska covers an area of approximately 440km2, and is located around 160 kilometres northwest of Anchorage. The Whistler Project is situated within the same geological belt that hosts the world class Pebble copper-gold porphyry deposit.

The Whistler project area comprises a gold-copper porphyry district with multiple mineralized systems identified by geological mapping, geophysical techniques and geochemical surveys. The Whistler Zone is the most advanced prospect within the project area and has a NI43-101 compliant resource of 1.31 and 4.44 million ounces of gold equivalent in the Indicated and Inferred Resource categories, respectively (refer to Table 1 for details).

In addition to the Whistler Zone resource, the Whistler Project also includes a number of high priority targets:

- Over 40 prioritized gold-copper porphyry targets within 10 kilometres of the Whistler Zone, including the 2008 Raintree West discovery where previously reported drilling intersected 160 metres averaging 0.59 g/t gold, 0.10% copper and 6.02 g/t silver (refer Geoinformatics press release dated November 4, 2008 for details).

- Muddy Creek is a high grade gold target located 12 kilometers south of the Whistler Zone. Previous work defined a 2.0 x 2.5 kilometre irregular area defined by 150 rock samples that averaged 4.72 g/t gold with peak value of 111.5 g/t gold (refer to Geoinformatics press release dated February 29, 2008 for details). This area has not been drill tested.

- Island Mountain is a copper-gold target located 22 kilometres south of the Whistler Zone. It lies within a separate 4 x 5 kilometre magnetic high related to monzonites and diorites. Copper-gold rock and soil geochemical anomalies cover an area of 2.4 x 3.4 kilometres.



Table 1: Mineral Resources for the Whistler Zone in Alaska as reported by
Geoinformatics in January 9, 2008 press release.
---------------------------------------------------------------------------
Tonnes and Grades Total Contained Metal
---------------------------------- --------------------------
Gold Gold
Eq Eq
Resource Tonnage Gold Silver Copper (3) Gold Silver Copper (3)
Category (Mt) (g/t) (g/t) (%) g/t (Moz) (Moz) (Mlb) (Moz)
---------------------------------------------------------------------------
Indicated
(open-pit
(1)) 30 0.87 2.46 0.24 1.35 0.84 2.37 159 1.31
---------------------------------------------------------------------------
Total
Indicated 30 0.87 2.46 0.24 1.35 0.84 2.37 159 1.31
---------------------------------------------------------------------------
Inferred
(open-pit
(1)) 123 0.59 2.07 0.19 0.98 2.33 8.19 515 3.86
---------------------------------------------------------------------------
Inferred
(underground
(2)) 11 1.16 3.55 0.24 1.66 0.41 1.26 58 0.59
---------------------------------------------------------------------------
Total
Inferred (4) 134 0.64 2.18 0.20 1.05 2.74 9.44 573 4.44
---------------------------------------------------------------------------
1. Reported within a conceptual pit shell and based at a cut-off grade of
0.3 g/t gold equivalent adjusted for metallurgical recovery of 75% for
gold and silver and 85% for copper using the metal prices in point 3
below.
2. Reported based on an underground bulk mining method using a cut-off
grade of 1.1 g/t gold equivalent adjusted for metallurgical recovery of
75% for gold and silver and 85% for copper using the metal prices in
point 3 below.
3. Total grade and Total Contained Metal gold equivalent grade and ounces
estimated based on equal full recoveries, $550 per ounce gold, $8 per
ounce silver and $1.50 per pound of copper;
4. Totals may vary due to rounding.


ABOUT RIMFIRE

Rimfire is a precious and base metals exploration company exploring in western North America and Australia, using the joint-venture business model to advance projects through partnerships with industry majors. Current and former partners include AngloGold Ashanti Ltd., Barrick Gold Corporation, Xstrata Canada Corporation, Newmont Mining Company, Inmet Mining Corporation, Northgate Minerals Corporation, and Fronteer Development Group Inc.

Rimfire has a strong property portfolio of 15 gold and copper-gold projects including a large land package on trend and surrounding the Pogo Gold Mine in Alaska, a large claim position in the Quesnel Trough region (recently optioned to Xstrata Canada) and an earn-in on three properties covering key ground on trend with Northgate's Stawell Gold Mine in Australia. Since publicly listing in 1999, Rimfire has exposed shareholders to in excess of CAD$35 million in exploration, 85% of which has been funded by partners. Rimfire currently has a treasury of approximately CAD$5.3 million.

BOARD AND MANAGEMENT

The combined company will be led by the current Rimfire management team including Jason Weber, President & CEO; David Caulfield, Director of Business Development; Dorothy Miller, CFO; and Mark Baknes, VP Exploration. Darren Holden (currently COO of Geoinformatics) will become COO in the combined company.

The board of the combined company will be co-chaired by David Caulfield (current executive Chairman of Rimfire) and John Kanellitsas (current non-executive Chairman of Geoinformatics) and will consist of five existing Rimfire directors (Jason Weber, David Caulfield, Bipin Ghelani, Mark Selby and Bill Schur) and two Geoinformatics directors (Rosie Moore and John Kanellitsas).

TRANSACTION DETAILS

Geoinformatics and Rimfire anticipate the business combination will be carried out by way of statutory plan of arrangement whereby Geoinformatics would acquire all of the issued and outstanding shares of Rimfire in consideration for the issue of Geoinformatics shares on the basis of 2.6 Geoinformatics shares for one Rimfire share based on both companies' current issued and outstanding shares. This represents a 33% premium to Rimfire shareholders based on the 10-day volume-weighted average share price of both companies' common shares on the TSX-V as of May 25, 2009. Former Rimfire shareholders will own approximately 47% of the combined company.

Both companies plan to hold special meetings of shareholders to approve the transaction and related matters before the end of July, 2009. The transaction would be subject to certain standard conditions including that not less than 66 2/3% of the issued and outstanding shares of Rimfire being voted at a shareholders meeting being in favour of the transaction and shareholder approval of the Geoinformatics share issuance and related matters in connection with the transaction by not less than a majority of the votes cast by the Geoinformatics shareholders.

Coincident with the Geoinformatics shareholders' meeting to vote on the transaction, Geoinformatics shareholders will be asked to approve a 3 for 1 consolidation and a name change. If approved former Rimfire shareholders will receive in aggregate 22.3 million Geoinformatics shares on a post consolidated basis and the combined company will have approximately 47.5 million shares outstanding.

Senior officers and members of the Board of Directors of Rimfire have agreed to support the proposed Transaction and will enter into lockup agreements comprising approximately 12% of Rimfire's issued and outstanding shares upon execution of the Arrangement Agreement. In addition, Geologic Resource Partners LLC, which holds approximately 84.88% of the issued and outstanding common shares of Geoinformatics has also agreed to enter into lockup agreements to support the proposed business combination and will also consent not to trade in the securities of the combined company for an approved period of time following the closing of the Transaction.

Full details of the offer will be included in a formal arrangement agreement and will be described in a management information circular to be filed with the regulatory authorities and mailed to Rimfire and Geoinformatics shareholders in accordance will applicable securities laws.

The transaction is subject to customary conditions, including regulatory approval, the completion of satisfactory due diligence by each of the parties, and the parties negotiating and entering into definitive agreements.

Geoinformatics has engaged Haywood Securities Inc. as its financial advisor and Cassels Brock & Blackwell LLP as its legal advisor. Rimfire has engaged Research Capital Corporation as its financial advisor and Fraser Milner Casgrain LLP as its legal advisor.

QUALIFIED PERSONS

The technical data and contents of this news release relating to Geoinformatics have been reviewed by Darren Holden, Chief Operating Officer, who is a Qualified Person within the meaning of NI43-101, with the ability and authority to verify the authenticity and validity of the data. The Whistler Resource in Table 1 is as previously reported in the NI43-101 compliant independent report compiled by Dr Jean-Francois Couture and Mr. George Wahl of SRK Consulting (Canada) Inc. Further details in this regard were published by Geoinformatics previously by press release dated January 9, 2008.

This news release includes certain forward-looking information concerning the proposed transaction between Rimfire and Geoinformatics. Forward-looking information are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking information is based on the current opinions and expectations of management. All forward-looking information is inherently uncertain and subject to a variety of assumptions, risks and uncertainties, including the speculative nature of mineral exploration and development, fluctuating commodity prices, competitive risks, the availability of financing and risks associated with business combination transactions, as described in more detail in each of Rimfire's and Geoinformatics' securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward-looking information and the reader is cautioned against placing undue reliance thereon. Neither Rimfire nor Geoinformatics assumes any obligation to revise or update these forward-looking information, except as required by applicable securities law.

Neither the TSX Venture Exchange nor its Regulation Service 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

  • Rimfire Minerals Corporation
    Mr. Jason Weber
    President & CEO
    (604) 669-6660 ext 237
    or
    Rimfire Minerals Corporation
    Mr. Patrick Moodie
    Manager, Corporate Communications
    (604) 669-6660 ext 236
    info@rimfire.ca
    www.rimfireminerals.com
    or
    Geoinformatics Exploration Inc.
    Ms. Rosie Moore
    Chief Executive Officer
    (604) 605-3073
    or
    Geoinformatics Exploration Inc.
    Mr. Darren Holden
    Chief Operating Officer
    (604) 605-3073
    info@geoinformex.com
    www.geoinformex.com