TORONTO, ONTARIO--(Marketwired - Dec. 2, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Oremex Silver Inc. ("Oremex" or the "Company") (TSX VENTURE:OAG)(ORAGF)(OSI.F) announces that it has agreed to terms in regards to a private placement (the "Offering") with Global Resources Investments Ltd. ("GRIL"), an arm's length party to the Company.
Pursuant to the Offering, the Company is seeking to raise up to $1,725,000 (the "Private Placement Proceeds") through the sale of 34,500,000 units ("Units") at a price of $0.05 per Unit.
Each Unit shall consist of one common share of the Company (each, a "Common Share") and one common share purchase warrant (each, a "Warrant"), each such Warrant exercisable to acquire one Common Share at a price of $0.05 per share at any time up until the date that is five years from the date of the Offering.
In consideration for the Units, GRIT has issued to the Company 1,053,756 subscription receipts exercisable to acquire 1,053,756 ordinary shares of GRIT at a price of £1.00 per share (the "GRIT Shares"). The Units are to be held in escrow pending satisfaction of the completion of the listing of the GRIT Shares on the London Stock Exchange (LSE), upon which the subscription receipts shall automatically be exercised and the Company shall receive one GRIT Share for each subscription receipt held by the Company, without payment of any additional consideration. The Company will then sell the GRIT Shares through the facilities of the LSE to realize the Private Placement Proceeds.
GRIL has been established to exploit investment opportunities in the junior mining and natural resources sectors worldwide, with an investment objective to generate medium and long-term capital growth. GRIL will re-register as a public company and be constituted as an investment trust with the name Global Resources Investment Trust Plc ("GRIT") and seek admission of its ordinary shares on the main market for listed securities on the London Stock Exchange.
A finder's fee in the form of Units will be payable to MGI Securities Inc. for introducing the Company to, and assisting in negotiating the transaction with, GRIL.
Closing of the Offering is subject to a number of conditions precedent, including approval of the TSX Venture Exchange and GRIT successfully listing the GRIT Shares on the LSE. GRIT expects to be listed on the LSEF on or prior to December 31, 2013. Upon exercise of the subscription receipts, GRIT will hold approximately 19% of the issued and outstanding Common Shares of the Corporation.
The Company is pleased to announce that the British Columbia Securities Commission (the "BCSC") has granted a full revocation of the cease trade order relating to the trading of the Company's securities issued by the BCSC on November 6, 2013. The Company's securities were cease traded as a result of the Company's failure to file its August 31, 2013 unaudited condensed interim financial statements and related management discussion and analysis. The BCSC revoked its cease trade order on November 26, 2013 after these documents were filed.
Separately, the Company announces that it does not intend to proceed with the committed equity facility agreement previously announced by the Company on March 15, 2013.
About Oremex Silver Inc.
Oremex is a Canadian company focusing on the exploration and development of silver projects along the highly productive mineralized belt in Mexico. The Company has a portfolio of silver projects including a mineral resource of 50.8 million ounces of silver at its Tejamen deposit. The Company's projects are located in mining-friendly jurisdictions and the management team has a successful track record of mine-building in Mexico.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may constitute forward-looking information (collectively "forward-looking information") within the meaning of Canadian securities laws. Forward-looking information may relate to this news release and other matters identified in Oremex's public filings, anticipated events or results and can be identified by terminology such as "may", "will", "would", "could", "should", "expect", "plan", "anticipate", "believe", "intend", "estimate", "projects", "predict", "potential", "continue" or other similar expressions concerning matters that are not historical facts and include, but are not limited in any manner to, those with respect to entering into definitive and binding agreements with respect to financings, capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, the receipt of exemptive relief from securities requirements, satisfaction of closing conditions and any and all other timing, development, operational, financial, economic, legal, regulatory and/or political factors that may influence future events or conditions. Such forward-looking statements are based on a number of material factors and assumptions, including, but not limited in any manner to, those disclosed in any other public filings of Oremex, and include the ultimate availability and final receipt of required approvals and/or exemptive relief, the decision of third parties to consummate definitive agreements with Oremex, sufficient working capital for development and operations, access to adequate services and supplies, availability of markets for products, commodity prices, foreign currency exchange rates, interest rates, access to capital markets and other sources of financing and associated cost of funds, availability of a qualified work force, availability of manufacturing equipment, no material changes to the tax and regulatory regime and the ultimate ability to execute its business plan on economically favourable terms. While the Company considers these assumptions to be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in other Oremex filings on www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Oremex does not intend, and undertakes no obligation, to update any forward looking information to reflect, among other things, new information or future events.
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.