/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW./
TORONTO, Sept. 21, 2012 /CNW/ - Temex Resources Corp. (TSX-V: TME, FWB: TQ1) ("Temex" or "the Company") is pleased to announce that it has entered into an agreement with Stifel Nicolaus Canada Inc. ("Stifel") for a private placement to raise aggregate gross proceeds of up to $6,998,000 (the "Offering"). The Offering will be comprised of up to 17,850,000 units (the "Units") offered at a price of $0.28 per Unit and up to 6,250,000 "flow-through" shares (the "FT Shares") offered at a price of $0.32 per FT Share. Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder to purchase one common share of the Company at a price of $0.40 for a 24-month period.
The Offering is being made by Stifel as sole lead agent and a syndicate on a best efforts basis and is expected to close on or about October 11, 2012. The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals.
The agents will be paid a cash commission of 6% of the gross proceeds from the Offering and will be issued that number of compensation warrants equal to 6% of the aggregate number of Units and FT Shares sold pursuant to the Offering, such compensation warrants having the same terms as the Units.
The Company has agreed to grant Stifel an over-allotment option (exercisable up to 48 hours prior to the closing of the Offering) which will allow Stifel to offer up to an additional 20% of the number of FT Shares or Units (or combination of FT Shares and Units) issued under the Offering.
The aggregate gross proceeds raised from the sale of FT Shares will be used by the Company to incur exploration expenditures on its precious metals properties. Proceeds raised from the sale of Units will be used for exploration and working capital purposes.
The FT Shares and Units will be subject to the customary securities law and TSX-V resale restrictions lasting four months and a day from the date of issue.
On behalf of the Board of Directors,
President and CEO
About Temex Resources Corp.
Temex is a Canadian based exploration company focusing on its portfolio of precious metals properties in Northeastern Ontario, a world class mining district. Temex is exploring the Timmins Whitney Property, in partnership with Goldcorp, and the Juby Gold Project.
The Whitney Property has NI 43-101 compliant resources on the Upper Hallnor of 3.0 million tonnes at a grade of 2.44 g/t gold for 234,300 ounces of gold in the Measured category, 8.8 million tonnes at a grade of 1.97 g/t gold for 555,900 ounces of gold in the Indicated category, and 4.1 million tonnes at a grade of 1.82 g/t gold for 241,000 ounces of gold in the Inferred category, all at a cut-off grade of 0.30 g/t gold (Note 1).
The Juby Main Zone has NI 43-101 compliant resources of 22.3 million tonnes at a grade of 1.30 g/t gold for 934,645 ounces of gold in the Indicated category and 28.2 million tonnes at a grade of 1.00 g/t gold for 905,621 ounces of gold in the Inferred category, both at a cut-off grade of 0.40 g/t gold (Note 2).
Temex also has a NI 43-101 compliant resource for tailings material on its Gowganda Silver Project. The tailings piles contain a NI 43-101 compliant resource of 1.94 million tonnes grading 47.5 g/t silver for a contained resource of 2.96 million ounces of silver in the Indicated category (note 3).
- Information regarding the mineral resource estimate on the Upper Hallnor is in the Company's news release dated September 5, 2012; the technical report will be filed on SEDAR within 45 days of this date. The Mineral Resource Statement was prepared for Temex by P&E Mining Consultants Inc. of Brampton, Ontario in accordance with NI 43-101 by Eugene Puritch, P.Eng., Yungang Wu, P.Geo., and Antoine Yassa, P.Geo., "independent qualified persons" as defined by NI 43-101.
- Information regarding the mineral resource estimate on the Juby Main Zone is in the Company's news release dated January 16, 2012 and the technical report filed on SEDAR February 28, 2012. The Mineral Resource Statement was prepared for Temex by GeoVector Management Inc., Ottawa, Ontario in accordance with NI 43-101 by Joe Campbell, BSc, P.Geo., Alan Sexton, MSc, P.Geol., and Allan Armitage, PhD, P.Geol., "independent qualified persons" as defined by NI 43-101.
- Information regarding the mineral resource estimate in the tailings piles located on the Gowganda Silver Project is in the Company's news release dated June 8, 2011 and the technical report filed on SEDAR July 21, 2011. The Mineral Resource Statement was prepared for Temex by GeoVector Management Inc., Ottawa, Ontario in accordance with NI 43-101 by Allan Armitage, PhD, P.Geol., Alan Sexton, MSc, P.Geo., and Joe Campbell, BSc, P.Geo., "independent qualified persons" as defined by NI 43-101.
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, the expected timing for closing the Offering, and the grant to the Agent 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.
SOURCE: Temex Resources Corp.
For further information: