NGEX Intends to Undertake CAD $30 Million Private Placement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - June 4, 2014) -NGEx Resources Inc. (TSX:NGQ) ("NGEx" or the "Company") announces its intention to undertake a private placement of common shares of the Company (the "Common Shares").
NGEx intends to offer the Common Shares in a private placement to raise gross proceeds of up to approximately 1SEK 182,127,000 (approximately CAD $30 million) aimed at Swedish and international investors (the "Private Placement"). The Company retains the right to increase the size of the Private Placement at its discretion by up to an additional approximately SEK 60,709,000 (CAD $10 million). The price of the Common Shares in the Private Placement will be determined in a book-building process that will begin at or around 09:00 Central European Time (CET) on June 5, 2014, and end before the commencement of trading on the TSX on the same day.
Net proceeds of the private placement will be used to fund the Company's ongoing exploration programs in Chile and Argentina as well as for corporate development and general working capital purposes.
An application will be made to the TSX for approval of the listing of the Common Shares.
On April 29, 2014, NGEx announced its intention to apply for a secondary listing of its Common Shares in Sweden on NASDAQ OMX Stockholm. Assuming completion of the secondary listing, the Common Shares to be issued pursuant to the Offering are expected to be listed on NASDAQ OMX Stockholm.
Closing of the Private Placement is subject to, among other things, TSX approval as well as the successful listing of the Common Shares on NASDAQ OMX Stockholm, including that NGEx meets NASDAQ OMX Stockholm's ownership distribution requirements.
The Private Placement is not being made to investors in the United States or Canada or any other jurisdiction where such an offering would be prohibited by applicable law or in any other jurisdiction where such an offering would trigger the obligation to prepare and/or file a prospectus.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
Pareto Securities AB has been appointed as Sole Bookrunner and Lead Manager and Skandinaviska Enskilda Banken AB has been appointed as Co-Manager in connection with the Private Placement. Gernandt & Danielsson Advokatbyrå is legal advisor to Pareto Securities AB, and Cassels Brock & Blackwell LLP is NGEx's legal advisor in connection with the Private Placement.
NGEx is a Canadian mineral exploration company with exploration projects in Chile, Argentina, and Canada. The Company's shares are listed on the TSX under the symbol "NGQ". The Company's focus is on advancing its South American projects which include several large copper-gold systems including the Josemaria, Los Helados, and Filo del Sol projects, located on a land package that the Company holds in Chile's Region III and adjacent San Juan Province, Argentina. Los Helados and Filo del Sol are part of a joint venture in which the Company holds 60% and Pan Pacific Copper Co., Ltd. holds 40%. Josemaria is part of a joint venture in which the Company holds 60% and Japan Oil, Gas, and Metals National Corporation (JOGMEC) owns 40%. In addition, the Company holds an extensive portfolio of 100% owned early stage exploration projects located in Chile and Argentina. It also owns a 100% interest in the GJ copper and gold project located in British Columbia Canada. The GJ project is optioned to Teck Resources who are earning up to a 75% interest.
(1) Based on Bloomberg closing exchange rate as at 17:35 EST June 4, 2014 of: CAD/SEK 6.0709
On behalf of the board
Wojtek Wodzicki, President and CEO
Cautionary Note Regarding Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, concerning the business, operations and financial performance and condition of NGEx Resources Inc. Forward-looking information includes, but is not limited to, statements with respect to statements about the anticipated amount to be raised in connection with the Private Placement, the anticipated date of closing of the Private Placement, the use of proceeds of the Private Placement, the timing and nature of any potential development scenarios, estimation of commodity prices, mineral resources, costs, the success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining activities, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, this forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof. All such forward-looking information is based on the opinions and estimates of the relevant management as of the date such statements are made and are subject to important risk factors and uncertainties, many of which are beyond the Company's ability to control or predict.
Forward-looking information is necessarily based on estimates and assumptions that are inherently subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: risks and uncertainties relating to, among other things, delays in obtaining required approvals in connection with the Private Placement, the anticipated amount to be raised in connection with the Private Placement, the anticipated date of closing of the Private Placement, changes in commodity prices, currency fluctuation, financing, unanticipated resource grades, infrastructure, results of exploration activities, cost overruns, availability of materials and equipment, timeliness of government approvals, taxation, political risk and related economic risk and unanticipated environmental impact on operations as well as other risks and uncertainties described under "Risks Factors" in the Company's Annual Information Form for the year ended December 31, 2013 available under the Company's profile at www.sedar.com and on the Company's website.
Although the Company has attempted to identify important factors that would cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All of the forward-looking information contained in this document is qualified by these cautionary statements. Readers should not place undue reliance on forward-looking information.
Forward-looking information is provided for the purpose of providing information about management's current expectations and plans and allowing investors and other to get a better understanding of the Company's operating environment. These factors are not, and should not be construed as being, exhaustive. Statements relating to "mineral resources" are deemed to be forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. The forward-looking information contained in this press release is expressly qualified by this cautionary statement. The Company expressly disclaims any intention or obligation to update or revise any forward-looking information whether as a result of new information, events or otherwise, except in accordance with applicable securities laws.