/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, July 19, 2012 /CNW/ - Oremex Silver Inc. ("Oremex" or the "Company") (TSXV: OAG) (OTCQX: ORAGF) (Frankfurt: OSI) announces that it has entered into a non-binding letter of intent ("LOI") with an institutional investor (the "Investor") for an equity investment of up to $5 million (the "Equity Facility") over the course of a three (3) year period. The issue and sale of common shares of the Company ("Shares") under the Equity Facility would be subject to regulatory approval, including the approval of the TSX Venture Exchange.
Mr. John Carlesso, Executive Chairman, commented that "the Equity Facility provides dedicated capital that can be accessed on an as-needed basis. This method will allow the Company to minimize dilution of its share capital while ensuring the stability to maintain its corporate development objectives over an extended period of time."
As contemplated in the LOI, at any time during the three (3) year period, the Company could, in its discretion, require the Investor to purchase Shares in an amount not to exceed a purchase price of CAD$200,000 per advance. The timing of any drawdown would be at the Company's sole discretion and not subject to any minimum or mandatory advance(s) or non-usage fee(s).
It is expected that the Share price in connection with each advance under the Equity Facility would be set at a 10% discount to market, subject to regulatory approval. Implementation of the Equity Facility and the contemplated distribution of Shares to the Investor is subject to qualification under a short-form prospectus and receipt of all other required regulatory approvals and exemptive relief from securities regulators from certain securities law requirements. If the securities regulators do not accept the form of requested relief, the Equity Facility would need to be amended or terminated. In the case of each advance, a separate pricing supplement will be filed describing the terms of the particular drawdown.
The Shares will not be registered under the U.S. Securities Act of 1933 (the "1933 Act"), as amended, or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
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 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, 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 we consider these assumptions to be reasonable based on information currently available to us, 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 at 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.