/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Sept. 7, 2012 /CNW/ - Oremex Silver Inc. (TSXV: OAG) (OTCQX: ORAGF) (FRANKFURT: OSI) (the "Company") today announced that it intends to complete a non-brokered private placement of: (i) up to 13,636,364 units of the Company (the "Share Units"), each Share Unit consisting of one common share (a "Share") and common share purchase warrant (a "Warrant"), at a purchase price of $0.055 per Share Unit for aggregate gross proceeds of up to $750,000; and (ii) up to $750,000 of debenture units of the Company (the "Debenture Units"), each Debenture Unit consisting of $1,000 principal amount of convertible debentures of the Company (the "Debentures") and 10,000 Warrants, at a purchase price of $1,000 per Debenture Unit.
All Warrants will be exercisable into Shares at a price of $0.10 per Share, expiring in five (5) years from the date of issue. The Debentures will be convertible into Shares at a price of $0.10 per Share and mature in five (5) years from the date of issue.
The Debentures will bear interest at a rate of 16% per year; 8% is payable in cash and, at the option of the Company, 8% is payable in common shares. The obligations of the Company under the Debentures will be guaranteed by the Company's Mexican subsidiary, Minera Mantos S. de R.L. de C.V., which guarantee will be secured by a pledge of the mining concessions forming the Company's Tejamen and Chalchuites properties, as well as other personal property.
In connection with the offering, the Company may pay finder's fee payable in Shares at an issue price of $0.055 per Share.
All securities issued under the private placement will be subject to a four-month hold period, in addition to such other restrictions as may apply under applicable securities laws in jurisdictions outside of Canada. The private placement is subject to the receipt of necessary approvals, including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the company's 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 1933 Act), or any state securities laws and may not be offered or sold within the United States or to U.S. persons unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
About Oremex Silver Inc.
Oremex Silver Inc. 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 Silvers' public filings, anticipated events or results and can be identified by terminology such as "may", "will", "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 capital and operating expenditures, economic conditions, availability of sufficient financing, receipt of approvals, 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 Silver, and include the ultimate availability and final receipt of required approvals, 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 Silver filings at www.sedar.com and other unforeseen events or circumstances. Other than as required by law, Oremex Silver 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 nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Oremex Silver Inc.
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