Tolima Gold Inc.
TSX VENTURE : FXX.H

December 05, 2011 17:26 ET

Tolima Gold Inc. (Formerly FMX Ventures Inc.) Closes Reverse Take-Over Transaction

TORONTO, ONTARIO--(Marketwire - Dec. 5, 2011) -

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

Tolima Gold Inc. (formerly FMX Ventures Inc.) (TSX VENTURE:FXX.H) ("Tolima" or the "Corporation") is pleased to announce that it has completed its previously announced reverse take-over transaction (the "Transaction") with Tolima Gold Corp. ("TGC") pursuant to which Tolima acquired TGC through a three-cornered amalgamation (the "Amalgamation") whereby TGC amalgamated with a wholly-owned subsidiary of Tolima. Tolima will carry on the business of TGC.

Pursuant to the Amalgamation, each common share of TGC has been exchanged for one post-consolidation common share of Tolima and convertible securities of TGC have been exchanged for convertible securities of Tolima on a one-for-one basis. The Filing Statement of Tolima in respect of the Transaction that has been filed on SEDAR contains financial and other information concerning the business and affairs of Tolima and TGC and for the post-Transaction company. Immediately prior to the Amalgamation, Tolima completed the consolidation of its issued and outstanding common shares on a one-for-two basis (the "Consolidation") and changed its name from "FMX Ventures Inc." to "Tolima Gold Inc."

In connection with the closing of the Transaction, the voting common shares of Tolima will be listed on Tier 2 of the TSX Venture Exchange ("TSXV") under the trading symbol "TOM" subject to final acceptance of the Transaction by the TSXV. The Corporation will issue a further press release advising when final acceptance of the Transaction by the TSXV has been received and the date for the common shares of the Corporation to recommence trading on the TSXV, which is expected to be on or about December 8, 2011.

Andy DeFrancesco, the Executive Chairman of Tolima commented "We are excited to have closed this transaction and are thrilled to have IAMGOLD as a strategic investor in Tolima. We also greatly appreciate the support of all our investors and look forward to the next stage of development for Tolima."

On November 17, 2011, Tolima completed a brokered private placement (the "Private Placement") of 38.5 million Subscription Receipts at a price of C$0.65 per Subscription Receipt raising gross proceeds of C$25,025,000. Pursuant to its previously announced subscription, IAMGOLD Corporation (TSX:IMG)(NYSE:IAG) acquired approximately 15.4 million Subscription Receipts under the Private Placement for an investment of approximately C$10.0 million. GMP Securities L.P. acted as lead agent for the Private Placement with a syndicate of agents including Clarus Securities Inc., Canaccord Genuity Corp., Cormark Securities Inc. and Fraser Mackenzie Limited (collectively, the "Agents").

Prior to the Amalgamation, each Subscription Receipt was automatically exercised into one unit of TGC, each unit consisting of one common share in the capital of TGC (each, a "TGC Common Share") and one-half of one common share purchase warrant of TGC (each whole common share purchase warrant, a "TGC Warrant"). Each TGC Warrant entitles the holder thereof to purchase one additional TGC Common Share (each, a "TGC 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 Tolima on the TSXV, subject to adjustment in certain events. In connection with the Amalgamation, the TGC Common Shares and the TGC Warrants issued upon automatic exercise of the Subscription Receipts were exchanged into common shares and warrants of Tolima on a one-for-one basis. In connection with the automatic exercise of the Subscription Receipts, the net proceeds of the Private Placement (which had previously been held in escrow) were released to TGC.

Effective as of the completion of the Transaction, Richard Williams, Lonnie Kirsh, Carmelo Marrelli and Eric Klein have resigned as officers and directors (as applicable) of Tolima.

Effective as of the completion of the Transaction, the following individuals are the directors and officers of Tolima:

Jaime Lopez - Chief Executive Officer, Chief Operating Officer and Director

Andrew DeFrancesco - Executive Chairman and Director

John Martin - Chief Financial Officer and Corporate Secretary

Ron MacMicken - Director

Augusto Lopez - Director

For biographies of the current directors and management team of the Corporation, please see the Filing Statement of Tolima relating to the Transaction as filed on SEDAR.

Information Concerning Tolima

Tolima is a gold exploration and development company with contractual interests in gold properties in Colombia. Tolima's two material mineral properties are the Remedios Project, located in the Remedios/Segovia mining district in the Antioquia Department of Colombia, and the Marmato Project, located in the Marmato/Caramanta district in the Caldas and Antioquia Departments of Colombia. Tolima's interest in the Remedios Project also includes an underground mine in the development stage (the San Pablo Mine) and a gold processing and recovery plant located in the Remedios/Segovia district with capacity of approximately 100 tons per day, which Tolima intends to bring into operation and expand capacity. Tolima also has mining interests in the Nortol property, located in the Tolima Department of Colombia. Tolima is continuing to explore opportunities for the acquisition of additional mining interests in prospective mining districts in Colombia.

Tolima is a reporting issuer currently listed on the NEX Board of the TSXV. In accordance with policies of the TSXV, the common shares of Tolima have been halted from trading on the NEX Board pending final acceptance of the Transaction by the TSXV.

Cautionary Statements

Some 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 business of Tolima 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 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, Tolima disclaims 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.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) HAS IN ANY WAY PASSED UPON THE MERITS OF THE TRANSACTION, THE AMALGAMATION OR THE PRIVATE PLACEMENT AND ACCEPTS NO RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contact Information

  • Tolima Gold Inc.
    Andrew DeFrancesco
    Executive Chairman
    (416) 362-4441

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