/NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/
TORONTO, Oct. 10, 2012 /CNW/ - Oremex Silver Inc. (TSXV: OAG) (OTCQX: ORAGF) (FRANKFURT: OSI) (the "Company") announced that on October 9, 2012 it closed the convertible debenture portion of the non-brokered private placement (the "Debenture Private Placement") previously disclosed by the Company on September 7, 2012. The Debenture Private Placement raised gross proceeds of $727,500 through the issue of 72.75 units of the Company (the "Debenture Units"), each Debenture Unit consisting of $10,000 principal amount of convertible debentures of the Company (the "Debentures") and 100,000 common share purchase warrants ("Warrants"), at a purchase price of $10,000 per Debenture Unit. Each Warrant is exercisable into one common share of the Company (a "Share") at a price of $0.10 per Share, expiring in five (5) years from the date of issue.
The Debentures are convertible into Shares at a price of $0.10 per Share and mature in five (5) years from the date of issue. The Debentures 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 Shares. On or after 30 months from the date of issue of the Debentures, or a sale by the Company of all or substantially all of its assets, or upon a change of control, merger, consolidation or other fundamental transaction of liquidation of the Company, the holders of Debentures shall have the right to redeem the Debentures at a redemption price equal to 150% of the outstanding principal amount of the Debentures, plus any accrued and unpaid interest; provided that upon such redemption, the holder shall voluntarily tender to the Company for cancellation 10 Shares for each dollar of Debenture principal redeemed. The holders of Debentures shall be forced to convert the Debentures in the event that the closing price of the Shares on the TSX Venture Exchange exceeds $0.35 for one hundred twenty (120) consecutive trading days.
The Company has also granted to the investors an option (the "Option") to invest in a minimum of $250,000 and up to a maximum of $2,000,000 of additional convertible debentures of the Company ("Additional Debentures"), having substantially the same terms and conditions as the Debentures, including the same maturity date and interest rate. The Option expires on October 9, 2017. Upon the due exercise of the Option in accordance with its terms, the Company shall grant to investors who exercise the Option a proportionate interest in a 1.5% net smelter royalty over production from the Company's Tejamen and Chalchuites properties, subject to a maximum royalty payment and indexed to inflation.
The obligations of the Company under the Debentures and the Option 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, including the Company's Tejamen and Chalchuites properties, as well as other personal property. In the event of enforcement on security, the holders of Debentures are entitled to retain 280% of the outstanding principal amount of the Debentures upon disposition of the secured assets.
In connection with the Debenture Private Placement, the Company will pay a finder's fee consisting of 250,000 Shares.
All securities issued under the Debenture Private Placement are 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 closing of the Debenture Private Placement remains subject to the final 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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