MONTREAL, Canada – February 21, 2019 – Amex Exploration Inc. (“Amex” or the “Company”) (AMX: TSX-V; FRA: MX0) announces the completion of the previously announced non-brokered private placement, in the amount of $5,442,875.
In connection with the offering (the “Offering”) 7,256,000 units, each priced at $0.75 (the “Units”) were issued, with each Unit consisting of one common share and one half (½) of one common share purchase warrant (the “Warrant”) having an exercise price of $1.25 and a term of 18 months provided that, the Company may issue a notice of acceleration to the Warrant holders if the volume weighted average price of the common shares is greater or equal to, $1.50 for 20 consecutive trading days in which case the Warrants will expire 30 days later.
Victor Cantore, President and CEO of Amex Exploration commented, ‘With this financing we are very pleased to welcome Mr. Eric Sprott as a new strategic investor. Mr. Sprott is a renowned precious metals investor with an excellent understanding of gold projects.” Cantore continued, “Our drill program is continuing at a very good pace and this hard dollar financing provides us with the financial resources to fully explore the potential of our gold property.”
Mr. Eric Sprott, through 2176423 Ontario Ltd., a corporation which is beneficially owned by him, acquired 4,000,000 Units under the Offering for a total consideration of $3,000,000. Following the completion of the private placement, Mr Sprott’s holdings represent 7.40% of the issued and outstanding common shares of the Company, on a non-diluted basis, and 10.71% on a partially diluted basis, assuming the exercise of the Warrants acquired hereunder and forming part of the Units. Mr. Sprott did not beneficially own any securities in the Company prior to this investment. The Units were acquired by Mr. Sprott for investment purposes and with a long-term view of the investment. Mr. Sprott may acquire additional securities of the Company either on the open market or through private acquisitions or sell securities of the Company either on the open market or through private dispositions in the future, depending on market conditions, reformulation of plans and/or other relevant factors. A copy of 2176423 Ontario Ltd.’s early warning report will appear on the Company’s profile on SEDAR and may also be obtained by calling (416) 362-7172 (200 Bay Street, Suite 2600, Royal Bank Plaza, South Tower, Toronto, Ontario M5J 2J2).
Three directors of Amex, Victor Cantore, Pierre Carrier and André Shareck, have participated in the private placement for the aggregate amount of $210,000. Pursuant to Policy 5.9 of the TSXV and Regulation 61-101 Respecting protection of minority security holders in special transactions (“Regulation 61-101”), each of these transactions constitute a “related party transaction” and as such, minority shareholder approval and a formal valuation may be required. However, such transactions meet the exemptions set out in Regulation 61-101 as the fair market value of the consideration for the transactions, as they involve related parties, does not exceed 25% of Amex’s market capitalization, as per Sections 5.5(a) and 5.7(a) of Regulation 61-101. A material change report in respect of this transaction will be filed however, the Corporation could not do so 21 days prior to the anticipated closing as their intent to participate was not determined at such time.
In connection with the private placement, Amex paid finder’s fee to several eligible intermediaries, including Generic Capital Corporation and Stephen Avenue Securities, in the aggregate amount of: $19,125 paid in cash; 307,440 Units in lieu of cash; and 332,000 non transferable broker warrants, having the terms and conditions of the Warrants issued under the Offering. All securities issued pursuant to the private placement are subject to a 4-month and one day hold period and the transaction remains subject to the receipt of all necessary regulatory approvals, including the final approval of the TSX Venture Exchange.
Amex Exploration Inc. is a junior mining exploration company, the primary objective of which is to develop and bring into production viable gold and base metals deposits in mining-friendly jurisdictions. Amex has multiple highly prospective projects: the 100% owned Perron gold project located 110 kilometres north of Rouyn Noranda, Quebec, consisting of 116 adjacent claims covering 4518 hectares; the 100% owned Eastmain River gold properties consisting of 135 claims covering 7,102 hectares and the 100% owned Cameron project located in Lebel-sur-Quévillon, Quebec, comprising 263 claims covering 14,743 hectares. In addition, Amex has an option agreement to acquire a 100% interest in the Gowan Property located near the Kidd Creek Mine.
Neither 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
For further information please contact:
President and Chief Executive Officer
Amex Exploration: 514-866-8209
The securities to be issued pursuant to the offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “1933 Act”), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered 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 registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
Except for statements of historical fact, this news release contains certain forward-looking statements within the meaning of applicable securities law. Forward-looking statements are frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” occur. Although Amex believes that the expectations reflected in the forward-looking statements are reasonable, there can be no assurance that such expectations will prove to be correct or that it will complete the private placement, as contemplated herein, as such forward-looking statements are subject to risks and uncertainties that may cause actual results, or developments to differ materially from those contained in the statements.