/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
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.
SOURCE Oremex Silver Inc.
For further information:
Oremex Silver Inc.
P: +1 416.309.4321