February 12, 2007
ROCHE BAY PLC AND ADVANCED EXPLORATIONS INC. ("AEI") DEVELOP JOINT VENTURE TO
EXPLOIT EXTENSIVE MAGNETITE DEPOSITS IN NORTHERN CANADA
Gibraltar, February 12, 2007 -- Roche Bay plc (US OTC: RCHBF) and Advanced
Explorations Inc. (NEX: AXI.H) have signed a joint venture agreement dated
January 29, 2007 and amended February 5, 2007 to undertake the required work to
complete feasibility studies and exploit Roche Bay's extensive magnetite iron
deposits in Nunavut, northern Canada.
The agreement gives AEI an option to acquire up to a 50% equity interest in
Roche Bay's Eastern deposits and to become operator of the exploration and
construction project. AEI assumes responsibility for raising financing and
managing the completion of feasibility studies. Once these are completed, the
agreement provides for formation of a joint venture, for which AEI will be
responsible for the financing, design, build and operation of a mine and plant
producing at least 6 million tonnes per year of iron concentrates or pellets.
The agreement is subject to several conditions based on operational milestones
being achieved. *
Benjamin Cox, CEO of Roche Bay said:
"John and the AEI team have a very strong track record in bringing mining
projects to fruition, and augmenting the Roche Bay project with their expertise
is a very positive move. We are now able to accelerate our progress and build
on the considerable work achieved during 2006. Having considered a number of
options on the best way forward, we have been very impressed by AEI's approach
and believe that this long-term relationship will deliver considerable value to
all the stakeholders in Roche Bay's development."
John Gingerich, Chairman of AEI commented:
"While there is a significant amount of work to be achieved ahead of delivering
a full feasibility study, investigation and tests to date point to Roche Bay
having all the hallmarks of a very exciting project, given the potential size,
location and accessibility of the deposits. We are very pleased to have secured
a role in their development and look forward to working further with Roche Bay."
Enquiries:
For Roche Bay
Timothy Grey, The Millbrook Partnership
Tel: +44 (0) 207 520 9455/ +44 (0)7796 072 298
For AEI
John Gingerich, Chairman
Tel: +1-416-570-3250
* Detailed summary below
ABOUT ROCHE BAY PLC
Roche Bay (US OTC: RCHBF) is an emerging iron ore company with a large resource
base in northeast Canada consisting of two groups of ore bodies: the Eastern
which is the current focus, and the Western which will support an
inter-generational life of mine. The project's key advantages include its low
infrastructure development costs and its ability to ship product to Europe in
under nine days. The Company is domiciled in Gibraltar. Its ultimate majority
shareholder is Borealis Exploration Limited (US OTC: BOREF). Please see the
Company Website at www.rochebay.com for more details.
ABOUT Advanced Explorations Inc.
AEI, based in Toronto, Canada, has been developing a strategy to leverage its
expertise and experience in identifying business opportunities within the
petroleum and mineral extraction industries. AEI has the technological and
exploration expertise to assist advancement of the Roche Bay iron ore project,
as well as develop new opportunities in the area and globally. Shares of the
company trade on the NEX board of the Toronto Stock Exchange under the symbol
AXI-H.
Agreement Summary
For AEI to complete this proposed agreement and acquire up to a 50% interest in
Roche Bay's mineral leases, the following conditions must be met in addition to
the general requirements of due diligence and regulatory approval:
- On or before March 31st, 2007 raise a minimum of $5,000,000 of working
capital
- Within 5 business days of TSX Venture Exchange (the "Exchange") approval
of the agreement, AEI shall pay Roche Bay $250,000
- Within 5 business days of Exchange approval, AEI shall issue 10,000,000
warrants to Roche Bay and its shareholders (the "Warrants"), the exercise of
which shall be subject to the following restrictions:
o The Warrants shall have a minimum 2 year term (3 year term to be
requested);
o The Warrants will have a strike price of $0.30 in the first year and will
increase to $0.50 in the second year (and third year, if applicable);
o The exercise term and pricing of the Warrants shall be subject to TSX
Venture Exchange approval;
o The Warrants may not be exercised if the warrantholder together with any
other party acting in concert would hold more than 20% of the issued and
outstanding shares of AEI. Further, no individual or entity can sell more
than 500,000 shares in any 90 day period without AEI approval;
o The above restrictions cease to apply in the event of Change of Control of
AEI or events that would impose undue hardship in restricting Roche Bay to
exercise it full rights
- Any third party obligations of Roche Bay will be discharged or resolved to
the mutual satisfaction of the parties
Exploration Milestones:
Exploration Milestone Time for Completion Interest Aggregate
Acquirable Interest
by AEI
(a) Complete 7,500 meters of On or before 18 months 0 0
drilling on the Leases after the date of
Exchange Approval
(b) Completing both of: On or before the 3rd 30% 30%
anniversary of the date
of Exchange Approval
(i) a total of 30,000 meters of
drilling on the Leases; and
(ii) a NI 43-101 compliant
Pre-Feasibility Study by an
independent contracting company
agreeable to both Parties, based
on an envisioned minimum 6
million tonne per year ("Mtpy")
mining operation. To satisfy this
Exploration Milestone, the
Pre-Feasibility Study shall
contain a resource estimate of at
least 750,000,000 tonnes of iron
ore in the aggregate among the "
measured" and "indicated"
categories
(c) Completing a NI 43-101 On or before the 5th 10% 40%
compliant Feasibility Study by an anniversary of the date
independent contracting company of Exchange Approval
agreeable to both Parties, based
on an envisioned minimum 6 Mtpy
mining operation
(d) Attaining a mining permit On or before the 7th 10% 50%
(the "Mining Permit") to anniversary of the date
construct a mine which is of Exchange Approval
situated on the Property and
which meets the Minimum Mine
Specifications
All Exploration Milestones are to be 100% funded by AEI. AEI will be the
operator and have complete control of its programs during the completion of the
Exploration Milestones. Once the Joint Venture is formed AEI will remain as
operator subject to not defaulting on the agreement.
Mine Development Expenditures:
If a decision to build a mine proceeds after the formation of the Joint Venture,
AEI will be responsible for funding the first $2,000,000,000 of expenditures for
the mine development. This amount will include Roche Bay's $1,000,000,000 share.
Of this amount, AEI will provide on behalf of Roche Bay, at no cost, recourse or
obligation to Roche Bay, $250,000,000 (the "Free Carried Interest"). The balance
of $750,000,000 will be financed by AEI (the "Non-Carried Interest"). The
Non-Carried Interest will bear interest and will be repaid from dividends and
distributions payable to Roche Bay from the Joint Venture until the entire
amount (plus interest) is repaid.
The first $125,000,000 contributed by AEI on behalf of Roche Bay will be
allocated to the Free Carried Interest. The next $875,000,000 will be allocated
pro rata between the Free Carried Interest and Non-Carried Interest on a 1:6
ratio (see example below).
Cost of mine Roche Bay's share Roche Bay's share Roche Bay's share that
(Million CDN) that is free is carried by AEI at
carried by AEI cost of debt financing
$500 $250 $146 $104
$750 $375 $167 $208
$1,000 $500 $188 $312
$1,250 $625 $208 $417
$1,500 $750 $229 $521
$2,000 $1,000 $250 $750
Termination or Default:
Prior to the formation of the Joint Venture, if AEI decides to cancel the
agreement it may do so with 120 days notice.
During the term of the agreement, if AEI:
- Fails to complete the Exploration Milestones required to earn a 30%
interest in the leases or otherwise defaults under the agreement prior to
achieving the 30% interest, Roche Bay may terminate the agreement;
- After acquiring a 30% interest in the leases, fails to complete any of the
remaining Exploration Milestones required to earn up to 50% of the leases,
or otherwise defaults, Roche Bay will have the right to purchase 10% (if AEI
has earned a 30% interest) or 13% (if AEI has earned a 40% interest) of
AEI's earned interest in the leases;
- Fails to provide the capital contributions required by the Joint Venture
to commence development of the mine after the issuance of the Mining Permit,
Roche Bay will have the right to purchase 17% of AEI's interest in the
leases;
- Fails to spend a minimum of $1,000,000 per year on the property, it will
be required to pay Roche Bay a penalty of US$250,000 (if AEI fails to do
this more than once during the term of the agreement, it will be in
default).
- Other events constituting a default by AEI include bankruptcy and
insolvency and a change in control of AEI. However, if AEI is acquired by a
company with a market capitalization of $1,000,000,000 or more and an annual
iron ore production rate of less then 12 mt/y, it will not be considered a
change in control.
Change of Business
The agreement will constitute a Change of Business under the policies of the TSX
Venture Exchange. Advanced Explorations will be involved in the Resource Sector
upon the completion date, which constitutes a change of business. Advanced
Explorations was previously in the relational marketing industry. The Company
has been evaluating resource opportunities since the Fall of 2004. An agreement
with LDI3 (dated December 21, 2005) gave Advanced Explorations a worldwide
license of a laser technology for oil exploration, upon validation of the
technology; this validation has not yet been conducted.
The most recent unaudited financial statements (November 27, 2006) and audited
financial statements (April 27, 2006) for Advanced Explorations are available on
SEDAR.
The Company is currently halt traded and does not intend to resume trading at
this time.
- END -
This information is provided by RNS
The company news service from the London Stock Exchange
Roche Bay PLC announces Joint Venture with AEI
| Source: Roche Bay PLC
Canada -- (MARKET WIRE) -- February 12, 2007 --