TEMEX ANNOUNCES CLOSING OF $5.5 MILLION BROKERED PRIVATE PLACEMENT FINANCING
TSX-V:TME; FWB:TQ1
(NOT FOR DISSEMINATION IN THE UNITED STATES OF AMERICA)
TORONTO, Nov. 19 /CNW/ - Temex Resources Corp. (TSX Venture: TME, Frankfurt: TQ1) ("Temex" or the "Company") is pleased to announce the closing of its previously announced brokered private placement offering led by NCP Northland Capital Partners Inc. and including PI Financial Corp. (collectively, the "Agents") (see the Company's news releases dated October 29, 2010 and November 8, 2010) (the "Offering"), pursuant to which an aggregate of 6,602,500 units (the "Units") were sold at a price of $0.40 per Unit and an aggregate of 6,618,179 "flow-through" shares (the "FT Shares") were sold at a price of $0.44 per FT Share, raising gross proceeds of approximately $5.5 million. Each Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share of the Company at a price of $0.55 for a 24-month period.
The aggregate gross proceeds raised from the sale of the FT Shares under the Offering will be used by the Company to incur expenditures on its gold properties in Ontario, which will constitute "Canadian exploration expenses" (as defined in the Income Tax Act (Canada)) and which will be eligible for renunciation to purchasers for the 2010 taxation year. The net proceeds raised from the sale of the Units are expected to be used to fund exploration work on the Company's properties and for general corporate purposes.
As previously announced, the Company is also expecting to complete a non-brokered private placement of units on the same terms and conditions as the Units issued pursuant to the Offering to raise additional aggregate gross proceeds of up to approximately $1,000,000 (the "Non-Brokered Financing"). The Company expects to complete the Non-Brokered Financing within the next week.
An institutional investor (owning more than 10% of the outstanding common shares of Temex prior to the Offering) subscribed for an aggregate of 1,250,000 Units pursuant to the Offering. The participation of such subscriber in the Offering constitutes a "related party transaction" under Multilateral Instrument 61-101, which is exempt from the minority approval and valuation requirements under such Instrument.
The Agents were paid a cash commission equal to 7% of the gross proceeds of the Offering, less the proceeds raised pursuant to subscriptions by persons introduced to the Offering by management of the Company. In addition, the Agents were issued an aggregate of 887,647 non-assignable warrants of the Company (the "Broker Warrants"). Each Broker Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.40 until November 19, 2011.
The securities issued under the Offering are subject to a hold period expiring on March 20, 2011.
On behalf of the Board of Directors,
"Ian Campbell"
Ian Campbell
President and CEO
About Temex Resources Corp.
Temex is a Canadian based exploration company focusing on its portfolio of precious metals properties in northeastern Ontario, a world class mining district. Temex is focussed on developing the Timmins Gold Project, and specifically the property known as Whitney, in partnership with Goldcorp and at the same time advancing its 100% owned Juby Gold Project, one component of which is the 100% owned Juby Lease Property which contains a National Instrument 43-101 Indicated resource of 614,000 ounces of gold and an Inferred resource of 602,000 ounces of gold.
This news release contains forward-looking information which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's anticipated use of proceeds and renunciation, the completion of the Non-Brokered Financing and the timing related thereto as well as the potential gross proceeds to be raised in connection with the Non-Brokered Financing. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, failure to obtain TSX Venture Exchange approval of the Offering and the Non-Brokered Financing, general business and economic uncertainties, future mineral prices and adverse market conditions, as well as those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information (such assumptions including that the Non-Brokered Financing will be completed) in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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For further information:
please visit www.temexcorp.com or email: [email protected] or phone: 416-862-2246 toll free: 866-373-6287
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