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NFX

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Share Name Share Symbol Market Type
TSXV:NFX TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Maximus and NFX Announce Completion of Business Combination, Name Change to Bear Lake Gold Ltd. (TSX-V:BLG) and Anticipated Shar

16/09/2008 6:37pm

Marketwired Canada


Maximus Ventures Ltd. ("Maximus") (TSX VENTURE:MXV) and NFX Gold Inc. ("NFX")
(TSX VENTURE:NFX) are pleased to announce that the acquisition by NFX of all of
the issued shares of Maximus by way of plan of arrangement was approved by the
Supreme Court of British Columbia on September 15, 2008 and closed today, with
an effective date of September 16, 2008. As part of the closing, NFX has changed
its name to Bear Lake Gold Ltd. ("Bear Lake") (TSX VENTURE:BLG). Maximus is now
a wholly-owned subsidiary of Bear Lake.


The common shares of Bear Lake to be issued in connection with the transaction
have been approved for listing on the TSX Venture Exchange. Pursuant to the
arrangement, holders of Maximus shares are entitled to receive one Bear Lake
share for every one Maximus share surrendered. A letter of transmittal was
mailed to Maximus shareholders on or about August 18, 2008 providing
instructions on how to exchange their Maximus share certificates for Bear Lake
certificates. Warrants to purchase Maximus shares are exercisable to acquire
common shares of Bear Lake in accordance with their terms. Each Maximus option
will be exchanged for one replacement option, exercisable to acquire one Bear
Lake common share.


As a result of completion of the business combination, management believes that
Bear Lake is now larger, stronger and better positioned to explore the
significant potential of the Larder Lake gold project, which was the primary
asset of both Maximus and NFX. The arrangement has consolidated and increased
the combined company's land position in the Larder Lake area, and should create
a higher profile company within the financial community. As a result of the
closing of the arrangement, Bear Lake now owns directly and indirectly 100% of
the Larder Lake gold project.


New Directors

Effective upon closing, the directors of Bear Lake are David Fennell (Chairman),
Thomas Larsen (Vice-Chairman), Francois Viens, Elaine Bennett, Robert Cudney,
Alexander Horvath, Philip Martin and Stephen Quin. Mr. Larsen is the former
President and Chief Executive Officer ("CEO") of NFX. Francois Viens is the
former President and CEO of Maximus, and David Fennell, Elaine Bennett, Philip
Martin and Stephen Quin are former Maximus board members. Alexander Horvath is
an existing NFX director. Robert Cudney is a new appointee. Dr. Frederick
Graybeal, a former President and CEO of Maximus and a Maximus board member prior
to the business combination, did not continue on as a director of Bear Lake.
Paul Ankcorn and Francis Sauve, former NFX board members, have stood down from
the Bear Lake board, effective on closing. The board of Bear Lake wishes to
thank Mr. Ankcorn, Mr. Sauve and Dr. Graybeal for their services and
contribution to the success of NFX and Maximus.


New Management

In addition, senior management of Bear Lake comprises Mr. Francois Viens as
President and CEO, Mr. Bernard Boily as Vice President, Exploration, Mr. Alain
Krushnisky as Chief Financial Officer and Ms. Carole Plante as Corporate
Secretary. Mr. Viens, Mr. Boily, Mr. Krushnisky and Ms. Plante served in these
offices with Maximus prior to completion of the transaction.


New Auditors

As part of the transaction and with effect as of closing, Smith Nixon LLP, the
auditors of NFX, resigned and Raymond Chabot Grant Thornton LLP, the auditors of
Maximus, were appointed as auditors of Bear Lake.


Share Consolidation

At their meeting on September 11, 2008, the NFX shareholders passed a resolution
approving the consolidation of the shares of Bear Lake on a two-for-one basis,
subject to the determination of the board of directors of Bear Lake (after
closing of the Transaction). The board has determined to effect the
consolidation as soon as is reasonably practicable, and the consolidation is
expected to take effect within the next few business days. Following completion
of the consolidation, Bear Lake will have approximately 63,983,057 common shares
outstanding.


Trading

Trading in common shares of Maximus has been halted today and the common shares
are expected to be de-listed from the TSX Venture Exchange as of the close of
business on Wednesday September 17, 2008. It is expected that the common shares
of NFX will begin trading under the name Bear Lake at the opening of market on
September 18, 2008. The two-for-one share consolidation is expected to take
effect shortly thereafter, subject to the approval of the TSX Venture Exchange.


About Bear Lake

Bear Lake is exploring for gold and precious metals in North America, including
the Larder Lake gold project in Ontario, the Unity gold project in Idaho, USA,
the Hope Bay gold project in Nunavut and the James Bay properties in Quebec.


Forward-looking Statements

This news release contains certain forward-looking information as defined in
applicable securities laws (referred to herein as "forward-looking statements").
Often, but not always, forward-looking statements can be identified by the use
of words such as "plans", "expects", "is expected", "budget", "scheduled",
"estimates", "continues", "forecasts", "projects", "predicts", "intends",
"anticipates" or "believes", or variations of, or the negatives of, such words
and phrases, or statements that certain actions, events or results "may",
"could", "would", "should", "might" or "will" be taken, occur or be achieved.
These forward-looking statements reflect the current internal projections,
expectations or beliefs of Bear Lake, based on information currently available
to it. Forward-looking statements are subject to a number of risks and
uncertainties, including those detailed from time to time in filings made by NFX
and Maximus with securities regulatory authorities, that may cause actual
outcomes to differ materially from those discussed in the forward-looking
statements. Anticipated synergies and efficiencies or other intended benefits of
the transaction may not be realized, and the prospects of Bear Lake will remain
subject to all the general risks associated with mineral exploration and public
securities markets.


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