/NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR RELEASE TO U.S.
TSX-V Symbol: MXR
OTC BB Symbol: MXROF
VANCOUVER, April 19 /CNW/ - MAX Resource Corp. (the "Company") is pleased
to announce that it has entered into an agreement with a syndicate of agents
led by Pacific International Securities Inc. and including Research Capital
Corp (the "Agents") for the private placement, on a reasonable efforts basis,
of up to 5,000,000 units (the "Units") at a price of $1.00 per Unit, and of up
to 500,000 flow-through units (the "FT Units") at a price of $1.20 per FT Unit
(the "Offering"). Each Unit will consist of one common share of the company
and one-half of a transferable common share purchase warrant (each whole such
warrant a "Warrant"). Each FT Unit will consist of one common share of the
company and one-half of a Warrant. Each Warrant will be exercisable into one
additional common share of the Company for a period of 18 months from closing
at an exercise price of $1.30. In addition the Company has arranged a
non-brokered private placement of up to 1.5 million units. The terms of the
units in the non-brokered offering are the same as the terms of the units in
the brokered Offering.
The Agents will receive a commission of 7.0 per cent of the gross
proceeds of the Offering, payable in cash or Units at the election of the
Agents. In addition, the Agents will receive compensation options equal to
9.0 per cent of the number of Units sold under the Offering. Each compensation
option will entitle the Agent to purchase one common share of the Company at a
price of $1.20 for a period of 18 months following the closing. The company
will also pay the Agents' costs and expenses of the Offering. Finders' fees
may be paid on a portion of the non-brokered private placement. All securities
issued in the brokered and non-brokered private placements will have a hold
period in Canada of four months from the closing.
The net proceeds from the private placements are to be used to advance
exploration of the Company's current properties in the United States and
Canada and for general working capital. The Offering is subject to completion
of satisfactory due diligence by the Agents, acceptance for filing by the TSX
Venture Exchange and receipt of any required regulatory approvals.
About MAX Resource Corp.
MAX Resource Corp. is a Canadian mineral exploration company focused on
Uranium exploration, with properties in the U.S. and Canada. In addition, it
holds highly prospective gold properties in Nevada and Alaska that have
additional potential for Molybdenum (Alaska) and Zinc (Nevada). For more
information, please visit our web site at www.maxresource.com.
On behalf of the Board of Directors of
MAX Resource Corp.
The contents of this news release have neither been approved nor
disapproved by the TSX Venture Exchange.
This news release does not constitute an offer to sell or the
solicitation of any offer to buy the securities in the United States. The
securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or any state
securities laws and may not be offered or sold within the U.S. or to U.S.
persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
This News Release includes certain "forward looking statements". Without
limitation, statements regarding potential mineralization and resources,
exploration results, and future plans and objectives of the Company are
forward looking statements that involve various degrees of risk. The following
are important factors that could cause MAX's actual results to differ
materially from those expressed or implied by such forward looking statements:
changes in the world wide price of mineral commodities, general market
conditions, risks inherent in mineral exploration, risks associated with
development, construction and mining operations, the uncertainty of future
profitability and the uncertainty of access to additional capital.
For further information:
For further information: Leonard MacMillan, Corporate Communication,
Telephone: (800) 248-1872, or (604) 637-2140, firstname.lastname@example.org,