Fieldex Exploration Signs Letter of Intent for Reverse Take-Over With Idénergie Inc. and “Spin-Out” of Resource Assets in New Company
ROUYN-NORANDA, QC, June 6, 2017 /CNW Telbec/ – Fieldex Exploration Inc. (TSXV: FLX) (Frankfurt: F7E) is pleased to announce that it has entered into a letter of intent dated June 6, 2017 with Idénergie Inc. (“Idénergie“), a renewable energy clean-tech private company based in Montreal, Québec, for a reverse take-over of Fieldex (the “Reverse Take-Over“) and a “spin-out” of Fieldex’s resource properties in a new public company (the “Spin-Out“). Fieldex and Idénergie are at arm’s-length.
The letter of intent provides that in order to effect the Reverse Take-Over, Fieldex will amalgamate or otherwise combine with Idénergie and become a renewable energy clean-tech company. At the closing of the Reverse Take-Over, Fieldex’s corporate name will be changed. At the same time, in the Spin-Out, Fieldex will transfer all of its resource properties and all of its liabilities to a new company, and distribute a portion of the shares of the new company to Fieldex’s shareholders. As a result, at the closing of the Reverse Take-Over and Spin-Out (collectively, the “Transaction“), Fieldex’s shareholders will become shareholders of a new clean-tech company and shareholders of a new company which will carry on Fieldex’s current natural resource business.
Trading in the common shares of Fieldex is currently halted and is expected to remain halted pending preparation by Fieldex of a management information circular for a special meeting of shareholders to consider the Transaction, at which time Fieldex may request a reinstatement of trading.
A comprehensive press release regarding the Transaction will follow in accordance with the policies of the TSX Venture Exchange when the terms and conditions of the Transaction are finalized.
Completion of the Transaction is subject to a number of conditions including, but not limited to: completion of satisfactory due diligence by each of Fieldex and Idénergie; execution of a definitive agreement between Fieldex and Idénergie in respect of the Reverse Take-Over; receipt of regulatory approvals; acceptance of the Transaction by the TSX Venture Exchange; receipt of customary legal opinions; approval of the Transaction by the shareholders of Fieldex; and other actions necessary to complete the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in Fieldex’s management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of Fieldex should be considered highly speculative.