MXV Maximus Ventures Ltd Com Npv

Maximus Ventures Ltd. ("Maximus") (TSX VENTURE:MXV) and NFX Gold Inc. ("NFX")
(TSX VENTURE:NFX) are pleased to announce that they have reached an agreement in
principle to combine the two companies on the basis of one (1) NFX share for
each one (1) Maximus share. Based on the share exchange ratio, the Maximus and
NFX shareholders will own approximately 58% and 42%, respectively, of the
combined common shares outstanding.


"The combination of Maximus and NFX creates a larger, stronger company that is
better positioned to exploit the tremendous upside potential of the Larder Lake
gold project, which is the primary asset of both Maximus and NFX," said Francois
Viens, Maximus' President and CEO. "This transaction will consolidate and
increase the combined companies' land positions in the Larder Lake area, as well
as create a higher profile company within the financial community."


The Cadillac-Larder Lake break is a major Canadian greenstone gold belt located
in northeastern Ontario that hosts several past-producers. The Cadillac-Larder
Lake break is a 200 km long east-west deformation zone along which numerous well
known gold mines have been situated, including the historic Kerr Addison mine
(11 million ounces of gold produced at an average grade of 9.9 g/t Au), located
two kilometers to the east of the Larder Lake project property boundary. Since
2006, Maximus and NFX have been exploring their extensive Larder Lake holdings
with considerable success, discovering significant new areas with high-grade
gold mineralization, including Bear Lake, Fernland and Cheminis, hosted in both
flow-type and carbonate-type settings which were major contributors to Kerr
Addison's world-class gold production. On June 4, 2008, NFX and Maximus
announced drill hole #44 at Bear Lake, which intersected 13.6 g/t Au over 15.1
m, including 41.9 g/t Au over 4.4 m. Hole #44 was a follow up to hole #35
announced on March 31, 2008, which intersected 18.3 g/t Au over 4.8 m, including
163.5g/t Au over 0.5m.


"We see this combination as a logical development in our strategy for growth.
With consolidated ownership of the Larder Lake project, the combined company
will have increased flexibility in how it proceeds with the continued
exploration and development of the excellent recent results and will be in a
better position to take full advantage of this outstanding asset," said Thomas
Larsen, NFX's President and CEO.


Currently Maximus has approximately 74 million common shares issued and
outstanding while NFX has approximately 53 million common shares issued and
outstanding. Under the terms of the proposed business combination, Maximus and
NFX shareholders, respectively, would own approximately 58% and 42% of the
shares outstanding on completion of the transaction.


The board of directors of the company resulting from the business combination
will consist of five nominees from Maximus and three nominees from NFX. David
Fennell, currently Chairman of Maximus, will become Chairman and Thomas Larsen,
currently CEO of NFX, will become Vice Chairman. Francois Viens, currently
President and CEO of Maximus, will become President and CEO.


Maximus and NFX have entered into a letter agreement in respect of the business
combination transaction.  Completion of the transaction is subject to usual
terms and conditions for such a transaction, including completion of due
diligence, completion and execution of definitive business combination
documentation, receipt of opinions from qualified investment dealers that the
transaction is fair to the shareholders of NFX and Maximus, receipt of all
required regulatory and securityholder approvals and no material adverse changes
occurring in the financial condition of either company


Maximus and NFX have agreed to the following. Prior to the completion of the
business combination neither company shall issue any further securities or amend
the terms of any issued and outstanding securities, and both companies have
agreed to conduct business only in the ordinary course. Neither of the companies
(nor their affiliates nor associates) will acquire nor dispose of securities of
the other for the duration of the letter agreement or a period extending six
months after any termination of the letter agreement. They also agreed to
exclusivity and non-solicitation provisions subject to an exception for superior
proposals. The definitive transaction documentation will provide that in certain
circumstances where one party does not complete the business combination, it
shall pay the other party an expense reimbursement payment of $250,000. The
structure of the business combination will be determined by the two companies in
consultation with their professional advisors


Dundee Securities Corporation is acting as financial advisor to Maximus and
Primary Capital Inc. is acting as financial advisor to NFX.


The technical content of this news release related to Larder Lake was reviewed
by Mr. Bernard Boily, P. Geo., Vice-President, Exploration of Maximus, the
person responsible for supervising the drilling program at Larder Lake and a
"qualified person" under the guidelines of National Instrument 43-101.


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.
Specifically, this press release includes forward-looking statements regarding
the intended business combination of NFX and Maximus. These forward-looking
statements reflect the current internal projections, expectations or beliefs of
NFX and Maximus, based on information currently available to them.
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. The
completion of the proposed business combination is subject to a number of risks,
including, without limitation, the shareholders of NFX and Maximus not approving
the transaction or required regulatory or court approvals not being obtained.
Even if the business combination does complete, which cannot be guaranteed,
anticipated synergies and efficiencies or other intended benefits of the
transaction may not be realized, and the prospects of the combined entity will
remain subject to all the general risks associated with mineral exploration and
public securities markets.

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