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.
Goldstone Highlights
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.
About Goldstone
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.)
FORWARD-LOOKING INFORMATION
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.
Contacts: Goldstone Resources Inc./Roxmark Mines Limited J.
Patrick Sheridan, Jr. Chief Executive Officer (647) 436-0273
psheridan@ontexresources.com www.ontexresources.com
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