/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICE OR FOR DISSEMINATION IN
THE UNITED STATES/
TSX Venture Exchange: TME, Frankfurt Exchange: TQ1
TORONTO, Nov. 26 /CNW/ - Temex Resources Corp. (TSX Venture: TME, Frankfurt:TQ1) ("Temex" or "the Company") announces a non-brokered private placement of up to 1,666,667 "flow-through" shares (each, a "FT Share") at a price of $0.30 per share for gross proceeds of up to approximately $500,000 (the "Offering") to one institutional investor. The Offering is expected to close on or about December 1, 2009, subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals.
The proceeds will be used to fund exploration programs on the Company's Latchford Gold Project and Timmins Gold Camp properties including diamond drilling in both project areas. The Company has intensified its exploration on the Latchford Gold Project based on the recent discovery of several high grade gold occurrences (as announced Nov 24, 2009) with ongoing field programs consisting of prospecting, geological mapping and soil sampling, and planned IP geophysical surveying and diamond drilling. The gross proceeds raised from 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.
In connection with the Offering, the Company may pay a cash finder's fee of up to 7% of the gross proceeds raised under the Offering and issue finder warrants in an amount equal to up to 10% of the number of FT Shares sold pursuant to the Offering. Each finder warrant will entitle the holder to purchase one common share of the Company at a price of $0.35 during a 12-month period.
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 unlawful.
Temex is a Canadian exploration company advancing its precious metal projects in northeastern 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 payment of finder's fees and finder warrants. 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.
SOURCE Temex Resources Corp.
For further information: For further information: Ian Campbell, President and CEO or Bruce Durham, Executive Chairman at (416) 862-2246 or visit www.temexcorp.com