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THE UNITED STATES/
TSX Venture Exchange:TME, Frankfurt Exchange:TQ1
TORONTO, May 5 /CNW/ - Temex Resources Corp. (TSX Venture:TME,
Frankfurt:TQ1) ("Temex" or "the Company") announces that it has entered into
an agreement with PI Financial Corp. ("PI") for a private placement of up to
3,000,000 units ("Units") at a price of $0.25 per unit and up to 2,500,000
"flow-through" shares ("FT Shares") at a price of $0.30 per share for
aggregate gross proceeds of up to $1,500,000 (the "Offering"). Each Unit will
be comprised of one common share and one-half of one common share purchase
warrant. Each whole common share purchase warrant will entitle the holder to
purchase one common share of the Company at a price of $0.32 for a 24-month
period. The Offering is being made by PI on a commercially reasonable efforts
basis and is expected to close on or about May 26, 2009. The Offering is
subject to certain conditions including, but not limited to, the receipt of
all necessary regulatory approvals.
The Company has agreed to grant PI an over-allotment option exercisable
prior to the closing of the Offering, which will allow PI to offer up to
1,000,000 additional Units and up to 830,000 additional FT Shares.
Proceeds from the Offering are expected to be used to fund exploration
work on the Company's Canadian properties, and for general corporate purposes.
The gross proceeds raised from the sale of FT Shares under the Offering will
be used for "Canadian exploration expense" as defined in the Income Tax Act
(Canada) and will be renounced for the 2009 taxation year.
The securities offered have not been and will not be registered under the
United States Securities Act of 1933, as amended, or any state securities
laws, and may not be offered or sold in the United States absent registration
or an applicable exemption from the registration requirements. This news
release shall not constitute an offer of securities for sale in the United
States or Canada or the solicitation of an offer to buy securities in the
United States or Canada, nor shall there be any sale of the securities in any
jurisdiction or state in which such offer, solicitation or sale would be
Temex is a Canadian exploration company advancing its precious metal,
nickel, diamond, and uranium projects in Ontario.
On behalf of the Board of Directors,
President and CEO
This news release contains forward-looking information which is not
comprised of historical facts. Forward-looking information involves risks,
uncertainties and other factors that could cause actual events, results,
performance, prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information. Forward looking
information in this news release includes, but is not limited to, the
Company's anticipated use of proceeds and renunciation, the expected timing
for closing the offering, and the grant to PI of the over-allotment option.
Factors that could cause actual results to differ materially from such
forward-looking information include, but are not limited to, failure to obtain
TSX Venture Exchange approval of the offering, general business and economic
uncertainties, future mineral prices and adverse market conditions, as well as
those risks set out in the Company's public documents filed on SEDAR. Although
the Company believes that the assumptions and factors used in preparing the
forward-looking information in this news release are reasonable, undue
reliance should not be placed on such information, which only applies as of
the date of this news release, and no assurance can be given that such events
will occur in the disclosed time frames or at all. The Company disclaims any
intention or obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise, other than
as required by law.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS
THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
For further information:
For further information: contact Ian Campbell, President and CEO or
Bruce Durham, Executive Chairman at (416) 862-2246 or visit www.temexcorp.com