Geoinformatics announces a significant private placement and share consolidation
Wed Jun 11, 5:04 PM/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION
IN THE UNITED STATES/
TORONTO, June 11 /CNW/ - Geoinformatics Exploration Inc. (TSX-V: GXL.V) ("Geoinformatics" or the "Company") announces that it has conditionally agreed to a private placement for gross proceeds of $25 million with Geologic Resource Partners LLC ("GRP") of Boston, Massachusetts. In addition, the Company will pursue an additional brokered private placement of up to $7 million within the next 90 days.
GRP is the investment manager for several Geologic Resource funds (collectively, "GRF"), which hold 24,091,315 common shares of Geoinformatics (approximately 17.4% of the common shares currently outstanding).
Under the GRP private placement, GRP will subscribe for 156,250,000 common shares of Geoinformatics at a price of $0.16 per share, representing an 18.5% premium to the closing price of the Company's common shares on the TSX Venture Exchange ("TSX-V") on June 10, 2008. Upon completion of the private placement, GRF and GRP collectively will hold 180,341,315 common shares of the Company, representing approximately 61.2% of the 294.8 million post-placement outstanding shares, before consideration of any shares issued in the proposed brokered private placement.
Geoinformatics will use the proceeds from the GRP private placement to repay the entire principal amount of the Company's outstanding US$20 million secured debentures held by GRF, to advance the Company's key resource projects, and for working capital.
In conjunction with the GRP private placement, Geoinformatics has agreed to appoint John C. Kanellitsas, Chief Operating Officer of GRP, and Rosie Moore, a consultant to GRP, to the Company's board of directors effective today.
Shareholders of the Company will be asked to approve a consolidation of its common shares conditional on completion of the GRP private placement, on the basis of one new common share for each ten existing common shares. The share consolidation will result in Geoinformatics having approximately 29.5 million shares outstanding.
"Completion of the Geologic Resource financing will significantly strengthen Geoinformatics' balance sheet, eliminate $1 million in annual debt service charges and put us on a sound financial footing so that we can continue to advance our principal projects," commented Kevin L. Snook, Chairman of Geoinformatics. "The board of directors has considered various options to improve the Company's capital structure and fund our exploration programs, including a shareholder rights offering, but concluded that this placement would be the most effective way to advance the Company's interests and we are pleased to have GRP's continued support."
George Ireland, Chief Investment Officer of GRF said, "Geologic Resource Partners has been a long-term investor in Geoinformatics. During this period, we have watched its exploration team make several significant discoveries and project acquisitions, including Whistler in Alaska, La Noria in Mexico and Falcon in British Columbia, through its advanced approach to mineral resource targeting. In spite of the value we believe Geoinformatics has created, the market continues to discount the Company's shares. We believe that the further funding of Geoinformatics' exploration programs, coupled with the resolution of the convertible debt issue and clear articulation of the Company's strategy, including the share consolidation, will allow the market to see more clearly the value in the Company."
The GRP private placement requires shareholder approval under the policies of the TSX-V. In addition, since the GRP private placement constitutes a "related party transaction", minority shareholders of Geoinformatics, specifically shareholders other than GRF, must also approve the GRP private placement, which will be presented to shareholders at the Company's upcoming Annual and Special Meeting to be held on July 11, 2008 (the "Meeting"). The private placement is exempt from the formal valuation requirements of securities laws as the Company's common shares are listed only on the TSX-V. Letters of transmittal allowing shareholders to exchange their existing share certificates for the new consolidated share certificates will be mailed to shareholders with the proxy materials for the Meeting on or about June 16, 2008. The Company intends to maintain the name Geoinformatics Exploration Inc. post-consolidation.
The closing of the GRP private placement and completion of the share consolidation are conditional upon: shareholder approval (as described above); approval of the TSX-V; satisfactory completion of due diligence by GRP including the sufficiency of the GRP private placement to achieve certain operating milestones on the Company's key projects and the acquisition of an irrevocable 100% interest in the Whistler Project; execution of amended employment agreements with key management personnel; and other conditions typical of such private placements.
About Geoinformatics
Geoinformatics is a North American-focused exploration company with mineral resources and discoveries in Alaska, Nevada, Utah, British Columbia and Mexico. On January 9, 2008, the Company announced an independent National Instrument 43-101 ("NI 43-101") mineral resource estimate containing an Indicated Resource of 840,000 ounces of gold and an Inferred Resource of 2.7 million ounces of gold in one area at the Whistler Project in southern Alaska. Significant copper and silver mineralization increases the Indicated gold-equivalent mineral resource to 1.3 million ounces and the Inferred gold-equivalent mineral resource to 4.4 million ounces. The Indicated category contains 30 million tonnes grading 0.87 g/t gold, 2.46 g/t silver and 0.24% copper and the Inferred category contains 155 million tonnes grading 0.62 g/t gold, 2.15 g/t silver and 0.19% copper. The resource estimate and technical report for the project was completed by George Wahl, an Associate Principal Resource Geologist with SRK Consulting (Canada) Ltd. ("SRK") and reviewed by Dr. Jean-Francois Couture, P.Geo, of SRK. By virtue of their academic backgrounds and professional experience, Mr. Wahl and Dr. Couture are all "qualified persons" as defined by NI 43-101.
In addition to the Whistler Project, Geoinformatics also holds several advanced stage exploration projects in Mexico, Utah, the Cortez Trend region of Nevada, and British Columbia.
About Geologic Resource Partners
Geologic Resource Partners, LLC (GRP) is a Boston-based institutional money management firm specializing in metals and mining investments. GRP invests on a global basis in publicly-listed equities of companies with small and micro market capitalizations. The Chief Investment Officer and Portfolio Manager of GRP is George R. Ireland, and he leads a team of investment professionals with collectively over 100 years of investment and operating experience in the metals resource sectors.
This news release includes certain forward-looking statements concerning the future performance of Geoinformatics' business, operations and financial performance and condition, as well as management's objectives, strategies, beliefs and intentions. Forward-looking statements 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 statements are 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 and the availability of financing, as described in more detail in our recent securities filings available at www.sedar.com. Actual events or results may differ materially from those projected in the forward looking-statements and Geoinformatics cautions against placing undue reliance thereon. Neither Geoinformatics nor its management assumes any obligation to revise or update these forward-looking statements.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
ContactsMr. Kevin L. Snook
Chairman
Tel: (416) 861-1300 x226
Email: kevins@geoinformex.com Dr. Nick Archibald
Chief Executive Officer
Tel: (416) 861-1300 x224
Email: nicka@geoinformex.com
Geoinformatics Exploration Inc.
330 Bay Street
Suite 1109
Toronto
Ontario
M5H 2S8
www.geoinformex.com Mr. John Kanellitsas
Chief Operating Officer
Geologic Resource Partners
535 Boylston Street
Top Floor
Boston
MA
02116
Tel: (617) 424-9900



