TORONTO, ONTARIO, Dec. 22, 2009 (Marketwire) -- Ontex Resources Limited ("Ontex") (TSX:ONT) and Roxmark Mines Limited ("Roxmark") (TSX VENTURE:RMK) announced today that they have combined to form Goldstone Resources Inc. ("Goldstone"), a well-positioned exploration company with an extensive property portfolio in the prolific Beardmore-Geraldton Greenstone gold belt. Effective today, the companies' previously announced, proposed merger (the "Transaction") was completed, with Roxmark continuing as a wholly-owned subsidiary of Goldstone.
Pursuant to the Transaction, Ontex also consolidated its common shares on the basis of one post-consolidation share for every three pre-consolidation shares and changed its name to Goldstone while Roxmark amalgamated with a wholly-owned subsidiary of Ontex.
Trading in Roxmark's common shares will be halted on the TSX Venture Exchange (the "TSXV") and its shares are expected to be formally delisted from the TSXV shortly. Goldstone's common shares are expected to commence trading on a consolidated basis on the Toronto Stock Exchange under Goldstone's new symbol (GRC) on December 24, 2009.
"We are extremely appreciative of the strong support we received from our shareholders in completing this transaction," says J. Patrick Sheridan, Jr., Chief Executive Officer of Goldstone. "We look forward to pursuing a systematic and aggressive exploration program and continuing to build shareholder value."
Pursuant to the Transaction, Roxmark shareholders are receiving one post-consolidation Goldstone common share in exchange for each 3.75 common shares of Roxmark. Former Roxmark shareholders can obtain certificates for their Goldstone shares by returning their Roxmark share certificates to Equity Transfer & Trust Company in accordance with the instructions set out in the joint information circular dated November 18, 2009 and letter of transmittal mailed to shareholders.
Upon completion of the Transaction and the share consolidation, Goldstone has 98,114,593 common shares issued and outstanding and approximately 108,475,933 common shares on a fully diluted basis.
Board and Management
Goldstone's management is comprised of Gary Conn, Chairman, Chief Operating Officer and Treasurer, J. Patrick Sheridan, Jr., Chief Executive Officer, Monir Younan, President, and George Harrison, Chief Financial Officer. Mr. Younan, former President and Chief Executive Officer of Roxmark, was appointed President of Goldstone, effective with the completion of the Transaction.
Joining Ontex directors Gary Conn, J. Patrick Sheridan, Jr. and Alan Ferry on the company's expanded board are Philip Cunningham, Jeffery Elliott and James Richardson, former Roxmark directors, and Richard Williams. The new directors were elected to the board, effective upon completion of the Transaction, at the recent Ontex special shareholders meeting.
Goldstone would like to thank its outgoing board members Denis Crane and Rob Montemarano for their valuable and dedicated service to the company and Roxmark would like to acknowledge the efforts and contributions of its outgoing director Thomas Atkins.
The Transaction is expected to provide significant benefits for shareholders of Goldstone, including:
- consolidation of properties in the prolific Beardmore-Geraldton camp, pooling of gold resources, and significant synergies in exploration and development;
- greater market presence;
- diversification of risk;
- a combined board of directors and management team, drawing on the strengths of each company;
- enhanced liquidity, capital market profile and financial strength in challenging times;
- operating efficiencies leading to significant cost reductions;
- a strong position from which to participate in the anticipated future consolidation in the Canadian gold industry; and
- access to Roxmark's Northern Empire Mill Complex.
Goldstone is a gold exploration and development company operating in the historically significant Geraldton-Beardmore area. Goldstone is focused on gold exploration and deposit delineation at its Brookbank, Northern Empire, Leitch-Sand River and Key Lake gold properties in the Beardmore Camp in northern Ontario. In addition, Goldstone owns a 30% carried interest in the Hardrock Project, a joint venture with Premier Gold Mines Limited in the Geraldton Camp. The Brookbank mineral resources at a 3.4 g/t gold cut-off grade stands at 1.36 million tonnes grading 9.7 g/t gold containing 424,400 ounces of Indicated resource and 1.09 million tonnes grading 7.9 g/t gold containing 276,600 ounces of Inferred resource. (See National Instrument 43-101 technical report - "Technical Report on the Brookbank Gold Deposit, Beardmore - Geraldton Area, Northern Ontario, Canada" by Scott Wilson RPA Inc. dated May 4, 2009, as filed on SEDAR.)
This news release contains "forward-looking information" within the meaning of applicable Canadian and United States securities laws. Forward-looking information is not comprised of historical facts and includes, but is not limited to, information concerning the merger between Goldstone and Roxmark, the expected benefits of such merger as well as the expected timing of the commencement of trading of Goldstone shares on a consolidated basis and the delisting of Roxmark shares. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", "anticipates", "believes", "may", "could", "would", "might" or "will" or variations of such words and phrases or statements (including in the negative). Forward-looking information reflects Goldstone's and Roxmark's current expectations regarding future results or events and is based on the opinions, estimates and assumptions of their respective management at the date the information is made. Such forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. Many of these assumptions are based on factors and events that are not within the control of Goldstone or Roxmark and there can be no assurance they will prove to be correct. Factors that could cause actual results to vary materially from results anticipated by such forward-looking information include changes in market conditions, variations in ore grade or recovery rates, regulatory approvals, fluctuating metal prices and currency exchange rates, changes in project parameters, the possibility of project cost overruns or unanticipated costs and expenses, labour disputes and other risks of the mining industry, the business of the companies not being integrated successfully or such integration proving more difficult, time consuming or costly than expected as well as those risk factors discussed in Goldstone's Annual Information Form for the year ended December 31, 2008, Roxmark's management discussion and analysis for the period ended September 30, 2009 and the joint management information circular dated November 18, 2009 (copies of which are available at www.sedar.com). Although Goldstone and Roxmark have has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Neither Goldstone nor Roxmark undertakes any obligation to update forward-looking information if circumstances or their respective management's estimates or opinions should change except as required by applicable securities laws. The reader is cautioned not to place undue reliance on forward-looking information.
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.