Its up on sedar 8124979.1
TSX.V: MXM
Frankfurt: M5H
A
OTCBB: MXMSF
News Release
Pursuant to the
SPA
, Maxim
can
acquire
up to a
50%
equity
interest
in Quest in 3 stages for gross proceeds of
up to
US
$7,500,000
, through the payment of cash consideration of
up to
US$
3
,750,000
and the issuance of
the Maxim
Shares
with an aggregate deemed value of US$3,75
0,000.
Stage
s
1
and
2
may
be completed
concurrently
on or prior to
July 31, 2015.
Upon the successful
closing of S
tage
s
1
and
2, QI shall transfer to Maxim a minimum of
such number of Quest Shares equal to
37.5% of the issued and
outstanding
share
capital of Quest
. As consideration for the transfer of such Quest Shares,
Maxim will issue
to
Quest
US
$3,750,000 worth of Maxim
Shares
(being Stage 1)
at a price per
share
equal to
the price of the Maxim
Shares to be issued in a
private placement
financing which Maxim intends to complete
by June 30, 2015
and
concurrent with its proposed secondary listing on the Alternative Investment Market in London
(
“AIM”
) with
Maxim’s
proposed
U
K
broker and nominated advisor, SP Angel Corporate Finance LLP.
A
t
Stage 2,
Maxim will
pay to
Quest
a minimum of
US
$1,875,000
as
cash
consideration
.
Should Stage 1 and Stage 2
not be completed
concurrently
, the Quest Shares issued as part of Stage 1 and the Maxim Shares issued as
consideration for such Quest Shares shall be held in escrow pending the completion of Stage 2.
Stage 3
–
Upon the completion of
Stage
s
1
and
2,
Maxim shall
have the
o
ption
(the “
Option
”)
to
pay to
Quest up to
a further
US
$1,87
5,000 within 6 months
and one day
from the
closing date
of Stage
s
1
and
2
as consideration for
the transfer of the
balance
of
the remaining
Quest Shares.
The Option shall be exercisable at Maxim’s
sole
discretion,
and
may be exercised in part or in full, and if exercised
in full would result in
Maxim
owning an aggregate of
50%
of the issued and outstanding
share capital of Quest
and
in turn a
owning a
minimum 17.
5
% indirect interest in
UAQ PL
(
which
,
as
described above, is the entity which holds
the Concession
).
In the event the
closing of
Stage 2 does not occur on or
prior to
July 31, 2015
, and provided that Stage 1 has
closed, an aggregate of
10% of the
Maxim
Shares
to be issued
pursuant to the SPA
(
having
an aggregate
deemed
value of US$375,000)
and
held in escrow following the
closing of Stage 1 shall be released to Quest as
consideration for
a break
-‐
fee.
In the event
that
Stage
s
1 and
2
close
on or prior to
July 31, 2015,
should Stage 3 not
close
within six months and
one day from the
date of the
Stage 2
c
losing, Maxim shall pay to Quest a
break
-‐
fee comprising that
number of
Maxim
Shares
as is equal to 5% of the
number of
Maxim
Shares
issuable
pursuant to the SPA
.
Pursuant to the SPA and as disclosed in Maxim’s prior press release dated March
23
, 2015, Mr. Ian Baron has been
appointed to the board of directors of the Company effective as of the effective date of the SPA. Mr. Baron will
also be nominated for re
-‐
elect
ion at Maxim’s annual general and special meeting
scheduled
for
June 8, 2015
.
In
order to facilitate the appointment of Mr. Baron, Mr. Glen M
a
cDonald has
resigned as a director of Maxim and the
board of directors thank him for his long
-‐
standing support of
the Maxim.
All of the transactions contemplated
in the
SPA
(including the creation of Quest as a “control person” of Maxim)
remain subject to
the receipt of
all required approvals, including the
approval of the
TSXV,
and the approv
al of the
shareholders
of Maxim
.
Quest
and QI are privately held
companies
whose founder, chairman and controlling interest holder is Mahmood
Al Ansari, a UAE national.
Through the contemplated transaction QI will become a substantial shareholder of
Maxim and in turn QI will ag
ree to appropriate
lock
-‐
in
restrictions as stipulated by the TSX Venture Exchange and
AIM
in connection with the Company’s proposed secondary listin