VANCOUVER, BC, October 5, 2022 /CNW/ – NGEx Minerals Ltd. (TSX-V: NGEX) (“NGEx Minerals”, “NGEx” or the “Company”) “) is pleased to announce that it intends to issue, on a non-brokered private placement basis, an aggregate of up to 10,000,000 common shares of the Company (the “common shares“) at a price of €2.00 per common share for gross proceeds of up to C$20.0 million (the “private placement“). View PDF
The Company may pay a finder’s fee of 5.0% in cash or common stock for all or a portion of the private placement.
The common shares are being offered under prospectus waivers Canada and the common shares sold pursuant to the private placement are subject to a four month plus one day hold period.
Completion of the private placement is subject to regulatory approvals, including TSX Venture Exchange approval, and certain other customary conditions, including but not limited to the completion of underwriting agreements between the Company and the underwriters.
The net proceeds from the private placement will be used to fund exploration programs Chile and Argentinathe repayment of amounts drawn against a $3 million Credit facility that is maturing Sep 2023if any, and for general corporate and working capital purposes.
The issuance of common stock to insiders constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101The transactions are exempt from the formal evaluation and approval requirements of minority shareholders under MI 61-101 because neither the market value of common shares issued to such persons nor the consideration paid by such persons exceed 25% of the company’s market capitalization .
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein in the United States or in any jurisdiction in which such 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 United States or for the account or benefit of any U.S. person or any person in the United States without registration or an applicable exemption from registration requirements.
ABOUT NGEX MINERALS
NGEx Minerals is a copper and gold exploration company based in Canadawith various mineral exploration projects in South America. The Company currently owns a controlling interest in the large Los Helados copper-gold deposit, located in Chiles Region III and a portfolio of exploration projects in Argentinaincluding the Valle Ancho project in the province of Catamarca, and the Cliffs of Potro, located in the province of San Juan approximately 5km north of and on the same major northeast trending structure as Filo del Sol.
NGEx Minerals is the majority partner and operator of the Los Helados project, subject to a joint exploration agreement with Nippon Caserones Resources Co., Ltd.
NGEx Minerals’ near term goals are to continue drilling the high grade core at Los Helados and to complete an initial permitting drilling campaign at the Potro Cliffs exploration project.
The Company is listed on the TSXV under the trading symbol “NGEX”.
On behalf of NGEx Minerals,
President and CEO
Learn more about NGEx Minerals Ltd. may be obtained or viewed on SEDAR’s website at www.sedar.com or on the Company’s website at www.ngexminerals.com.
Cautionary Note Regarding Forward-Looking Statements
Certain statements and information contained herein in the press release constitute “forward-looking information” and “forward-looking statements” within the meaning of applicable securities laws (collectively, “forward-looking information”). The forward-looking information contained in this press release is based on information available to the Company as of the date of this press release. Except as required by applicable securities laws, the Company does not intend and assumes no obligation to update this forward-looking information. In general, this forward-looking information is often, but not always, identified through the use of forward-looking terms such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “planned”. “, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate” or “believes” or variations of such words and expressions or statements that certain actions, events, conditions or results “will”, “may ‘, ‘could’, ‘would’, ‘could’ or ‘will be taken’, ‘occurrence’ or ‘achieved’ or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking statements.
Forward-looking statements contained in this press release include statements regarding the completion of the private placement (including receipt of all necessary regulatory approvals), the number of common shares sold in the private placement, insider participation in the private placement and use of the proceeds from the private placement, the focus and objective of future work programs, the expected results or success of future exploration activities, the outcome of the Valle Ancho earn-in and the Company’s growth strategy. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on any forward-looking statements as the Company cannot guarantee that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that could cause actual results or events to differ materially from those anticipated in such forward-looking statements, including, without limitation, risks related to: obtaining required regulatory approvals for and completion of the private placement, insider interest in the private placement, mineral resource estimates, cost estimates and permitting schedules; ability to obtain surface rights and proprietary interests; exchange rate fluctuations; additional capital requirements; changes in government regulation of mining activities; environmental risks; unforeseen complaint or remediation costs; title disputes or claims; limitations on insurance coverage; and other risks, uncertainties and other factors identified in the Company’s periodic filings with Canadian securities regulators. In addition, these statements involve assumptions made, including that current prices and demand for commodities will be maintained or improved, that general business and economic conditions will not change materially adversely, and that financing will be available if and when needed on reasonable terms and that the Company will not experience any significant labor disputes, accidents, or failure of plant or equipment. These factors are not exhaustive and should not be construed as exhaustive.
The forward-looking statements contained in this press release are made as of the date of this press release and the Company undertakes no obligation to publicly update and/or revise any forward-looking statements contained herein, whether as a result of additional information, future events and/or otherwise, except as required by applicable law securities laws is required. Forward-looking information is provided to provide information about management’s current expectations and plans and to enable investors and others to better understand the Company’s operating environment. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended stand out. 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. Any forward-looking information contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty.
Warning Notice to US Readers
The information contained in this news release regarding the Company’s mineral properties has been prepared in accordance with the requirements of Canadian securities laws, which differ in material respects from the requirements of Canadian securities laws The United States applies to US companies subject to the reporting and disclosure requirements of the United States Securities and Exchange Commission.
SOURCE NGEx Minerals Ltd.
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