NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
NGEX ANNOUNCES CDN $10 MILLION PRIVATE PLACEMENT
December 14, 2017: NGEx Resources Inc. (TSX: NGQ) (Nasdaq Stockholm: NGQ) (“NGEx” or the “Company”) is pleased to announce that it intends to sell on a non-brokered, private placement basis, an aggregate of up to 10 million common shares (the “Common Shares”) at a price of $1.00 per Common Share for gross proceeds of up to Cdn $10 million (the “Private Placement”).
A 5% finders’ fee may be payable on a portion of the Private Placement.
The Common Shares will be offered by way of prospectus exemptions in Canada and the Common Shares sold in the Private Placement will be subject to a hold period of four months plus one day. In connection with the Private Placement, it is anticipated that shareholders who are currently insiders of the Company intend to participate in the Private Placement.
Completion of the Private Placement will be subject to regulatory approval, including the approval of the Toronto Stock Exchange, and certain other customary conditions including, but not limited to, execution of subscription agreements between the Company and the subscribers.
Net proceeds of the Private Placement will be used towards ongoing work programs in Chile and Argentina as well as for general corporate purposes.
The issuance of Common Shares to insiders constitutes a “related party transaction”, as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any Common Shares issued to nor the consideration paid by such persons would exceed 25% of the Company’s market capitalization.
This news release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein in the U.S., or in any jurisdiction in which such an offer or sale would be unlawful. The securities described herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or any U.S. state securities laws and may not be offered or sold in the U.S. or to the account or benefit of a U.S. person or a person in the U.S. absent registration or an applicable exemption from the registration requirements.
NGEx is a Canadian mineral exploration company with exploration projects in Chile and Argentina. The Company’s shares are listed on the TSX and on Nasdaq Stockholm under the symbol “NGQ”. The Company’s focus is on advancing the development of its two large copper-gold deposits, Los Helados and Josemaría, located in Chile’s Region III and adjacent San Juan Province, Argentina. The Company owns a 100% interest in the Josemaria project and is the majority partner and operator for the Los Helados project. Los Helados is subject to a Joint Exploration Agreements with its joint exploration partner in Chile, Pan Pacific Copper (“PPC”).
This information is information that NGEx Resources Inc. is obliged to make public pursuant to the EU Market Abuse Regulation. The information was submitted for publication, through the agency of the contact person set out below, on December 14, 2017 at 9:30 a.m. Pacific Time.
On behalf of the board
President and CEO
For further information, please contact: Sophia Shane, Corporate Development (604) 806-3575.