Temex announces closing of private placement financing



    
    /NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICE OR FOR DISSEMINATION IN
    THE UNITED STATES/
    

    TSX Venture Exchange:TME, Frankfurt Exchange:TQ1

    TORONTO, May 26 /CNW/ - Temex Resources Corp. (TSX Venture:TME,
Frankfurt:TQ1) ("Temex" or the "Company") is pleased to announce the closing
of its previously announced private placement offering with PI Financial Corp.
("PI") (see the Company's news releases dated May 5, 2009 and May 13, 2009)
(the "Offering"), pursuant to which an aggregate of 5,500,000 units (the
"Units") were sold at a price of $0.25 per Unit and an aggregate of 694,000
"flow-through" shares (the "FT Shares") were sold at a price of $0.30 per FT
Share, raising gross proceeds of approximately $1.6 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 $0.32 for a 24-month
period.
    The proceeds from the Offering are expected to be used to fund
exploration work on the Company's Canadian precious metals properties and for
general corporate purposes. The gross proceeds raised from the sale of FT
Shares under the Offering will be used for "Canadian exploration expense" as
defined in the Income Tax Act (Canada) and will be renounced for the 2009
taxation year.
    One of the Company's directors and officers and an institutional investor
(owning more than 10% of the outstanding common shares of Temex prior to the
Offering) subscribed for an aggregate of 1,860,000 Units pursuant to the
Offering. The participation of such subscribers in the Offering constitutes a
"related party transaction" under Multilateral Instrument 61-101. The Company
completed each such subscription within 21 days of the date the board of
directors of the Company approved the Offering, as part of the Offering.
    As agent for the Offering, PI was paid a commission equal to 8% of the
gross proceeds of the Offering less the proceeds raised pursuant to the above
mentioned subscription of one of the Company's directors and officers. Such
commission was paid in part by the issuance to PI of 21,100 Units (having a
deemed value of $0.25 per Unit and having the same terms as the Units
described above). In addition, PI was also issued 521,400 non assignable
warrants of the Company (the "Broker Warrants"). Each Broker Warrant entitles
PI to acquire one common share of the Company at a price of $0.30 per share
until May 26, 2011.
    The securities issued under the Offering are subject to a hold period
expiring on September 27, 2009.
    The securities offered have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. This news
release shall not constitute an offer of securities for sale in the United
States or Canada or the solicitation of an offer to buy securities in the
United States or Canada, nor shall there be any sale of the securities in any
jurisdiction or state in which such offer, solicitation or sale would be
unlawful.

    Temex is a Canadian exploration company advancing its precious metal,
nickel, diamond, and uranium projects in Ontario.

    
    On behalf of the Board of Directors,

    "Ian Campbell"

    Ian Campbell
    President and CEO
    

    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. Factors that could
cause actual results to differ materially from such forward-looking
information include, but are not limited to, 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 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.
    

    %SEDAR: 00005513E




For further information:

For further information: Ian Campbell, President and CEO or Bruce
Durham, Executive Chairman at (416) 862-2246 or visit www.temexcorp.com

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Temex Resources Corp.

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