Ivernia Announces Corporate Acquisition and Re-Capitalization

TORONTO, ON--(Marketwired - August 31, 2015) - Ivernia Inc. (collectively, with its subsidiaries "Ivernia" or the "Company") (IVW.TO) today announced that, on the recommendation of an independent special committee ("Special Committee") of the board of directors ("Board") of the Company and the approval of the Board, the Company has entered into a merger agreement ("Merger Agreement") with Geo Zone Exploration Limited ("Geo Zone") whereby Ivernia will acquire 100% of the common shares of Geo Zone (the "Geo Zone Shares") for an aggregate purchase price of US$30 million (the "Merger"). In connection with the Merger, Enirgi Group Corporation ("Enirgi Group") will convert approximately C$12.464 million of outstanding debt owed by Ivernia to Enirgi Group into Ivernia common shares (the "Conversion" and, together with the Merger, the "Proposed Transaction"). Following completion of the Proposed Transaction, Ivernia plans to change its name to "Leadfx Inc." (the "Name Change") and to effect a share consolidation of the issued and outstanding common shares of Ivernia ("Ivernia Shares") at a ratio of at least 50:1 (the "Consolidation").

Highlights of the Proposed Transaction:

  • Ivernia to acquire 100% of the Geo Zone Shares for US$30 million, by issuing approximately 1,569,360,000 Ivernia Shares to Geo Zone shareholders using an Ivernia Share price of C$0.025.

  • Enirgi Group to convert approximately C$12.464 million of debt owed to it by Ivernia into approximately 498,550,466 Ivernia Shares using an Ivernia Share price of C$0.025.

  • RPA Inc. ("RPA") carried out an independent valuation of Geo Zone.

  • Proposed Transaction, Name Change and Consolidation subject to Ivernia shareholder approval at a special meeting of shareholders expected to be held in late October 2015 (the "Meeting").

  • Proposed Transaction subject to Toronto Stock Exchange ("TSX") approval, approval of Ivernia's secured lender and Geo Zone shareholder approval.

  • Closing of the Proposed Transaction is expected to be no later than November 15, 2015.

  • Enirgi Group will own approximately 85.1% of Ivernia Shares following closing of the Proposed Transaction.

Reasons for the Proposed Transaction

The Proposed Transaction is designed to improve the financial condition of Ivernia by eliminating approximately C$12.464 million of debt owing to Enirgi Group pursuant to the Conversion. In addition, Geo Zone's two new mineral properties creates new optionality for the Company including planning for the future development of new base metal projects beyond the Paroo Station Mine. Moreover, the acquisition of Geo Zone's assets, while currently non-producing, offers the future potential for revenue streams through industrial mineral production.