TSX Venture Exchange:TME, Frankfurt Exchange:TQ1
TORONTO, March 28 /CNW/ - Temex Resources Corp. (TSX Venture
Exchange:TME, Frankfurt:TQ1) ("Temex" or "the Company") announces that it will
restate and refile its financial statements for the fiscal year ended
February 28, 2006, as well as its interim financial statements for the first,
second and third quarter fiscal quarters of its fiscal year ended February 28,
The financial statements will be restated to correct the inadvertent
omission to record a promissory note of the Company in the amount of $750,000,
made as of November 30, 2005.
The terms of the promissory note and related transaction were previously
disclosed in the Company's news release dated December 1, 2005.
The restatements will reflect changes to the cost of the Company's
mineral properties and corresponding changes to the amount of liabilities of
the Company, in each case, in the amount of up to $750,000.
The restatements will not affect the Company's cash position and will not
impact the Company's ongoing exploration and business activities.
The restatements will also be comprised of the addition of a note to the
above-mentioned financial statements substantially in the form set out below:
"On November 30, 2005 the Company entered into a Participation Agreement
(the "Agreement") with Teck Cominco Limited ("Teck Cominco") whereby the
Company granted to Teck Cominco an option (the "Option") to acquire a
direct interest in its Temagami diamond property (the "Property").
Under the terms of the Agreement Teck Cominco agreed to provide up to
$750,000 to the Company by way of a promissory note (the "Note") to fund
up to $750,000 in costs to be incurred by the Company in connection with
an initial exploration program for the Property. Upon completion of the
initial exploration program, Teck Cominco will have 90 days to elect to
exercise the Option to continue the exploration program and to earn a 55%
direct interest in the Property.
The Agreement also provides that, if after completion of the initial
exploration program Teck Cominco does not elect to exercise the Option,
the principal amount of the Note shall be repaid to Teck Cominco in four
equal installments over one year without interest or, at the option of
the Company, and subject to the prior approval of the TSX Venture
Exchange, satisfied by the issuance to Teck Cominco of common shares of
the Company. If Teck Cominco does not elect to exercise the Option, the
Company intends to apply to the TSX Venture Exchange for approval to
issue common shares of the Company to Teck Cominco in satisfaction of the
Company's obligation to repay the principal amount of the Note. The
number of common shares issuable in connection with the repayment of the
Note, if at all, shall be determined by a price per common share which
shall equal the greater of $0.40 per share and a 30% premium over the 20
day weighted average trading price of the common shares as at the expiry
date of the Option, subject to TSX Venture Exchange approval."
The previously filed financial statements for the fiscal year ended
February 28, 2006 and the auditors' report thereon should not be relied upon,
nor should the previously filed interim financial statements for the first,
second and third quarter fiscal quarters of the Company's fiscal year ended
February 28, 2007.
The Company expects that the restated financial statements will be
completed and filed on SEDAR at www.sedar.com within the next two weeks.
The Company will also restate and refile its management discussion and
analyses relating to each of such periods.
In addition, in accordance with the Company's corporate governance
practices, no directors or officers of the Company are permitted to trade in
the Company's common shares or other securities until the above-referenced
restated financial statements and related management discussion and analyses
have been filed.
As disclosed in the Company's new release dated March 9, 2007, the
Company intends to repay the Note by issuing 1,304,348 common shares at a
deemed price of $0.575, subject to TSX Venture Exchange approval.
This news release contains forward-looking statements. Forward-looking
statements address future events and conditions and therefore involve inherent
risks and uncertainties. Actual results may differ material y from those
currently anticipated in such statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors that could
cause actual events or results to differ materially from estimated or
anticipated events or results implied or expressed in such forward-looking
statements. Any forward-looking statement speaks only as of the date on which
it is made and, except as may be required by applicable securities laws, the
Company disclaims any intent or obligation to update any forward-looking
statement, whether as a result of new information, future events or results or
otherwise. Forward-looking statements are not guarantees of future performance
and accordingly undue reliance should not be put on such statements due to the
inherent uncertainty therein.
Temex, a well-funded Canadian exploration company, is focused on
advancing its gold, silver and diamond projects in northeastern Ontario.
On behalf of the Board of Directors,
President and CEO
(*) The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of this news release(*)
For further information:
For further information: please visit the Temex website
www.temexcorp.com or contact Ian Campbell at (416) 862-2246