- Gross proceeds to the Corporation of $7.5 million
- Largest shareholder contributes $2 million of total amount
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
MONTREAL, June 30, 2014 /CNW Telbec/ - Argex Titanium Inc. (TSX: RGX) ("Argex" or the "Corporation") announced today that it has closed a brokered private placement
("Private Placement") of unsecured convertible debentures of the
Corporation ("Debentures"), for gross proceeds of $7.5 million. Euro
Pacific Canada Inc. (the "Agent") acted as the lead agent and sole
bookrunner for the Private Placement.
Roy Bonnell, President and CEO of Argex commented, "I am very pleased
that we were able to close this Private Placement quickly and
efficiently. The funds raised in this financing will propel the
Corporation to the next level. Of significance, a majority of Argex
Board members participated in this Private Placement and we are highly
encouraged by the support of our largest shareholder who invested $2
The rate of interest on the Debentures is 8% per annum. Interest on the
Debentures shall be paid quarterly in arrears from September 30, 2014
and thereafter at the end of each quarter and on the maturity date,
which is June 30, 2019 (the "Maturity Date").
The Debentures are convertible into common shares of the Corporation
("Common Shares") until the Maturity Date at the option of the
debenture holder at a conversion price of $1.14 per Common Share (the
"Conversion Price"); this represents a conversion rate of approximately
877 Common Shares per $1,000 principal amount of Debentures. The
Corporation will use its best efforts to list the Debentures on the
Toronto Stock Exchange after expiration of the four-month hold period,
on October 31st, 2014.
In connection with this Private Placement of Debentures, the Corporation
paid the Agent, a cash commission of $243,250. No warrants or broker
warrants were issued in connection with this Private Placement. The net
proceeds of the Private Placement will be used for the due diligence
costs associated with the Corporation's financing of its first
industrial-sized commercial production facility to be located in
Valleyfield, Quebec and for general working capital purposes.
As previously announced on June 18, 2014, certain insiders of the
Corporation participated in the Private Placement and subscribed for an
aggregate principal amount of $2,080,000 of Debentures. Participation
of insiders of the Corporation in the Private Placement constitutes a
"related party transaction" as defined under Multilateral Instrument
61-101 - Protection of Minority Security Holders in Special Transactions (Regulation 61-101 respecting Protection of Minority Security Holders in
Special Transactions in Quebec) ("MI 61-101"). The Private Placement is exempt from the
formal valuation and minority shareholder approval requirements of MI
61-101, as neither the fair market value of securities being issued to
insiders nor the consideration being paid by insiders will exceed 25%
of the Corporation's market capitalization. The Corporation did not
file a material change report 21 days prior to the closing of the
Private Placement as the details of the participation of insiders of
the Corporation had not been confirmed at that time.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy securities in the "United States", as
such term is defined in Regulation S under the United States Securities
Act of 1933, as amended (the "U.S. Securities Act"). The securities
have not been and will not be registered under the U.S. Securities Act
or any state securities laws and may not be offered or sold in the
United States unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration
requirements is available.
About Argex Titanium Inc.
ARGEX Titanium Inc. is a near-term producer of Titanium Dioxide (TiO2) pigment. With a primary goal of advancing rapidly towards production,
Argex has adopted a simple and low-risk strategy for the scale-up of
its proprietary process. Argex is pleased to have selected Valleyfield,
Quebec as the location for its Research & Development centre and first
industrial-sized production facility.
This news release contains statements that may constitute
"forward-looking information" or "forward-looking statements" within
the meaning of applicable Canadian securities legislation.
Forward-looking information and statements may include, among others,
statements regarding the Private Placement, listing of the Debentures,
and future plans, costs, objectives or performance of Argex, or the
assumptions underlying any of the foregoing. In this news release,
words such as "may", "would", "could", "will", "likely", "believe",
"expect", "anticipate", "intend", "plan", "estimate" and similar words
and the negative form thereof are used to identify forwardlooking
statements. Forward-looking statements should not be read as guarantees
of future performance or results, and will not necessarily be accurate
indications of whether, or the times at or by which, such future
performance will be achieved. No assurance can be given that any events
anticipated by the forward-looking information will transpire or occur,
or if any of them do so, what benefits Argex will derive.
Forward-looking statements and information are based on information
available at the time and/or management's good-faith belief with
respect to future events and are subject to known or unknown risks,
uncertainties, assumptions and other unpredictable factors, many of
which are beyond Argex's control. These risks, uncertainties and
assumptions include, but are not limited to, and the ability of Argex
or the Agent to satisfy all conditions precedent to the completion of
the Private Placement, including receipt of all regulatory approvals
for the Private Placement and completion of satisfactory due diligence
by the Agent, TSX approval of the listing of the Debentures as well as
those described under "Risk Factors" in Argex's Annual Information Form
for the fiscal year ended December 31, 2013, which is available on
SEDAR at www.sedar.com; they could cause actual events or results to differ materially from
those projected in any forward-looking statements. Argex does not
intend, nor does Argex undertake any obligation, to update or revise
any forward-looking information or statements contained in this news
release to reflect subsequent information, events or circumstances or
otherwise, except if required by applicable laws.
Neither the TSX nor its Regulation Services Provider (as that term is
defined in the policies of the TSX) accepts responsibility for the
adequacy or accuracy of this release.
SOURCE Argex Titanium Inc.