Adex Announces Private Placement and Project Funding Agreement
August 23 2010 - 8:41AM
Marketwired
Adex Mining Inc. ("Adex" or the "Company") (TSX VENTURE: ADE) is
pleased to announce that it has signed a subscription agreement
(the "Agreement") with Great Harvest Canadian Investment Company
Limited ("Great Harvest") to fund the development of Adex's
wholly-owned Mount Pleasant Mine Property ("Mount Pleasant" or the
"Property"), located in southwestern New Brunswick, Canada.
The Agreement provides for a private placement (the "Private
Placement") to Great Harvest of 40,000,000 units (the "Units") at a
price of $0.12 per unit with each Unit consisting of one common
share (a "Common Share") of Adex and one Common Share purchase
warrant (a "Series A Warrant"). Each Series A Warrant will entitle
the holder thereof to acquire one Common Share at a price of $0.18
at any time prior to 5:00 p.m. (Toronto time) on earlier of (i) the
first anniversary of the date of the closing of the Private
Placement, and (ii) the 30th day following the delivery by the
Company to the holder thereof of the report of the results of a
Definitive Feasibility Study (the "Feasibility Study") on the
commencement of mining operations at either or both of the North
Zone or the Fire Tower Zone of the Property.
In addition to the Private Placement, the Agreement requires
Great Harvest, subject to (i) the results of the Feasibility Study
being satisfactory to Great Harvest and (ii) the then capital
requirements of the Company as determined at the relevant time by
the board of directors of the Company, to provide or arrange for
the provision to the Company of loan facilities (the "Facilities")
in an aggregate amount of up to $50,000,000 to be used for the
commercial development of the Property, on such terms and
conditions as may be agreed upon between the Company and the
relevant financier(s). If an aggregate minimum of $10 million of
the Facilities are made available to be drawn down by the Company
within 180 days of the delivery to Great Harvest of the report of
the results of the Feasibility Study, Great Harvest will have the
right (the "Share Purchase Right") to purchase, within 40 days of
the Facilities being available to be drawn down by the Company, 1.2
Common Shares for each dollar of the facilities made available to
be drawn down by the Company within one year of the completion of
the Feasibility Study. The exercise price per Common Share pursuant
to the Share Purchase Right will be equal to the volume weighted
average trading price of the Common Shares on the TSX Venture
Exchange (the "TSXV") for the five trading days ending the day
immediately prior to the Facilities being available to be drawn
down by the Company less the maximum discount therefrom permitted
by the TSXV. The maximum number of Common Shares issuable pursuant
to the Share Purchase Right is 60,000,000.
CWN Capital Inc. ("CWN"), a Hong Kong-based advisor to the
Company, is entitled on the closing of the Private Placement (i) to
be paid a cash finder's fee of $336,000 (equal to seven percent of
the gross proceeds to be received by the Company from the Private
Placement), (ii) to be issued by the Corporation as an additional
finder's fee 2,800,000 Series A Warrants (seven percent of the
Series A Warrants comprising part of the Private Placement), and
(iii) to be issued by the Company as an additional finder's fee
2,800,000 Common Share purchase warrants ("Series B Warrants")
(seven percent of the number of Series A Warrants comprising part
of the Private Placement). Each Series B Warrant will entitle the
holder to acquire one Common Share at an exercise price of $0.20
per Common Share at any time at or prior to 5:00 p.m. (Toronto
time) on the first anniversary of the closing of the Private
Placement, provided that (i) the Series B Warrants will only become
exercisable when Series A Warrants are actually exercised, and (ii)
the Series B Warrants will only be exercisable at any time to the
extent of the number of Series B Warrants as is equal to 7% of the
number of Series A Warrants comprising part of the Units which have
been exercised at such time (less, for greater certainty, the
number of Series B Warrants which have been exercised prior to such
time). In addition, CWN is entitled (i) to be paid by the
Corporation a retainer of $144,000 payable in 12 equal monthly
instalments of $12,000 with the first such instalment being payable
on the closing of the Private Placement, (ii) to paid an additional
cash finder's fee equal to 7% of the gross proceeds realized by the
Company on the exercise, if any, of the Series A Warrants
comprising part of the Private Placement (a maximum of $504,000),
and (iii) to be paid by the Corporation an additional cash finder's
fee equal to 1.5% of the principal amount of each loan made
available by Great Harvest or a third party financier arranged for
by Great Harvest to be drawn down by the Corporation, to a maximum
of $750,000. The transactions contemplated by the Agreement are
subject to TSXV approval and the approval of the shareholders of
the Company, which approval will be sought at a Special Meeting of
Shareholders scheduled for October 14, 2010. The Private Placement
in expected to close by the end of October. The Agreement requires
the Feasibility Study to be completed on or before May 31, 2011.
The issuance of Common Shares pursuant to the exercise of the Share
Purchase Right will be subject to further approval of the TSXV to
be obtained following the Share Purchase Right becoming
exercisable.
Great Harvest is an investment holding company established in
the British Virgin Islands and based in Hong Kong which is
controlled by Mr. Yan Kim Po and his wife, Ms. Lam Kwan. Mr. Yan is
an experienced entrepreneur who is principally engaged in the
mineral resource development, mineral trading and marine
transportation industries. He is experienced in the mineral
resources, steel and marine transportation industry. He is
currently a fellow member of the Hong Kong Institute of Directors
and the chairman of the Hong Kong Energy and Minerals United
Associations. Ms. Lam is one of the co-founders of a group of
private companies principally engaged in marine transportation, and
is experienced in the marine transportation industry. She graduated
from Dongbei University of Finance and Economics in 1990 with a
bachelors degree in English for Finance in the Department of
Foreign Language for Finance. Ms. Lam is currently a director of
Pok Oi Hospital and a fellow member of the Hong Kong Institute of
Directors.
Errol Farr, the President of Adex stated, "I am pleased to have
the opportunity to present this Agreement to our shareholders for
consideration and approval. This Agreement represents a milestone
for Adex in its aspiration to bring its Mount Pleasant Property to
commercial production. Great Harvest has a demonstrated the ability
and a desire to become a strategic partner to Adex. I look forward
to the future that this Agreement brings."
ABOUT ADEX
Adex Mining Inc. is a Canadian junior mining company with an
experienced management team. The Company is focused on developing
its flagship Mount Pleasant Mine Property, a multi-metal project
that is host to promising tungsten-molybdenum and
tin-indium-zinc-copper mineralization. Located in Charlotte County,
New Brunswick, the Mount Pleasant Mine Property is situated
approximately 80 kilometres south of Fredericton, the provincial
capital, and is 65 kilometres from the United States border. The
common shares of Adex trade on the TSX Venture Exchange under the
stock symbol "ADE".
No securities commission or regulatory authority has approved or
disapproved the contents of this press release.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release may constitute
"forward-looking" statements which involve known and unknown risks,
uncertainties and other factors which may cause actual results,
performance or achievements of Adex, its subsidiary or the industry
in which they operate to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. When used in this press release, the
words "estimate", "believe", "anticipate", "intend", "expect",
"plan", "may", "should", "will", the negative thereof or other
variations thereon or comparable terminology are intended to
identify forward-looking statements. Such statements reflect the
current expectations of the management of Adex with respect to
future events based on currently available information and are
subject to risks and uncertainties that could cause actual results,
performance or achievements to differ materially from those
expressed or implied by those forward-looking statements. These
risks and uncertainties are detailed from time to time, including,
without limitation, under the heading "Risk Factors", in reports
filed by Adex with the Alberta, British Columbia and Ontario
Securities Commissions which are available at www.sedar.com and to
which readers of this press release are referred for additional
information concerning Adex, its prospects and the risks and
uncertainties relating to Adex and its prospects. New risk factors
may arise from time to time and it is not possible for management
to predict all of those risk factors or the extent to which any
factor or combination of factors may cause actual results,
performance and achievements of Adex to be materially different
from those contained in forward-looking statements. Although the
forward-looking statements contained in this press release are
based upon what management believes to be reasonable assumptions,
Adex cannot assure investors that actual results will be consistent
with these forward-looking statements. Given these risks and
uncertainties, investors should not place undue reliance on
forward-looking statements as a prediction of actual results.
The forward-looking information contained in this press release
is current only as of the date of the press release. Adex does not
undertake or assume any obligation to release publicly any
revisions to these forward-looking statements to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events, except 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.
Contacts: Adex Mining Inc. J. Errol Farr, CMA President, Chief
Executive Officer and Director 1-866-508-2339 (ADEX)
investorrelations@adexmining.com www.adexmining.com
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