-Gross proceeds to the Corporation of up to $7.5 million
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
MONTREAL, June 18, 2014 /CNW Telbec/ - Argex Titanium Inc. (TSX: RGX) ("Argex" or the "Corporation") announces that it intends to complete a private placement of $1,000
principal amount of unsecured convertible debentures (the "Debentures")
for gross proceeds to Argex of up to $7.5 million (the "Private
Placement") and has retained Euro Pacific Canada Inc. (the "Agent") as
the lead agent and sole bookrunner for the Private Placement.
The Private Placement is expected to close on or about June 26, 2014,
subject to the approval of the Toronto Stock Exchange and the
satisfaction of other customary closing conditions. The Debentures and
the underlying Common Shares will be subject to a four-month plus one
day statutory hold period.
Roy Bonnell, President and CEO of Argex, commented, "As our shareholders
are aware, we are in the process of arranging financing for our first
industrial-sized commercial production facility to be located in
Valleyfield, Quebec where significant technical, legal and financial
due diligence costs will be incurred. The completion of the Private
Placement provides Argex the financial flexibility required in order to
pursue the financing of this project in an efficient and timely
The Debentures will carry interest at a rate of 8% per annum payable
quarterly in arrears starting on September 30, 2014 and thereafter at
the end of each quarter and on the maturity date, which is June 30,
2019 (the "Maturity Date"). The Debentures are convertible, at the
option of the debenture holder, into common shares of the Corporation
("Common Shares") until the Maturity Date at a price of $1.14 per
Common Share (the "Conversion Price") representing a conversion rate of
approximately 877 Common Shares per $1,000 principal amount of
The Corporation will use its best efforts to list the Debentures on the
Toronto Stock Exchange following the closing of the Private Placement.
The proceeds of this Private Placement of Debentures will be used for
the due diligence costs associated with the Corporation's financing of
its first industrial-sized commercial production facility to be located
in Valleyfield, Quebec and for general working capital purposes.
The Corporation anticipates that certain "related parties" of the
Corporation will participate in the Private Placement. The
participation in the Private Placement of such "related parties" will
constitute a "related party transaction" as defined under Multilateral
Instrument 61-101 - Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions in Quebec) ("MI 61-101"). The Private Placement will be exempt from the
formal valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of securities being issued to
the related parties nor the consideration being paid by related parties
will exceed 25% of the Corporation's market capitalization.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the "United States", as
such term is defined in Regulation S under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"). The securities
have not been and will not be registered under the U.S. Securities Act
or any state securities laws and may not be offered or sold in the
United States unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration
requirements is available.
About Argex Titanium Inc.
ARGEX Titanium Inc. is a near-term producer of Titanium Dioxide (TiO2) pigment. With a primary goal of advancing rapidly towards production,
Argex has adopted a simple and low-risk strategy for the scale-up of
its proprietary process. Argex is pleased to have selected Valleyfield,
Quebec as the location for its Research & Development centre and first
industrial-sized production facility. The location of the site can be
viewed at Argex Valleyfield.
This news release contains statements that may constitute
"forward-looking information" or "forward-looking statements" within
the meaning of applicable Canadian securities legislation.
Forward-looking information and statements may include, among others,
statements regarding the Private Placement, listing of the Debentures,
and future plans, costs, objectives or performance of Argex, or the
assumptions underlying any of the foregoing. In this news release,
words such as "may", "would", "could", "will", "likely", "believe",
"expect", "anticipate", "intend", "plan", "estimate" and similar words
and the negative form thereof are used to identify forward-looking
statements. Forward-looking statements should not be read as guarantees
of future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. No assurance can be given that any events
anticipated by the forward-looking information will transpire or occur,
or if any of them do so, what benefits Argex will derive.
Forward-looking statements and information are based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond Argex's control. These risks, uncertainties and
assumptions include, but are not limited to, and the ability of Argex
or the Agent to satisfy all conditions precedent to the completion of
the Private Placement, including receipt of all regulatory approvals
for the Private Placement and completion of satisfactory due diligence
by the Agent, TSX approval of the listing of the Debentures as well as
those described under "Risk Factors" in Argex's Annual Information Form
for the fiscal year ended December 31, 2013, which is available on
SEDAR at www.sedar.com; they could cause actual events or results to differ materially from
those projected in any forward-looking statements. Argex does not
intend, nor does Argex undertake any obligation, to update or revise
any forward-looking information or statements contained in this news
release to reflect subsequent information, events or circumstances or
otherwise, except if required by applicable laws.
SOURCE: Argex Titanium Inc.
For further information:
Roy Bonnell, President and Chief Executive Officer
Argex Titanium Inc.
514 843-5959 ext. 109
The Howard Group
Sun International Communications