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TORONTO, ONTARIO--(Marketwire - May
20, 2011) -
NOT FOR DISSEMINATION IN THE
UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Oremex Resources Inc. (TSX
VENTURE:ORM)(OTCQX:ORXRF)(FRANKFURT:OSI)("Oremex
Resources") is pleased to announce that 7678576 Canada Inc.
("Oremex Gold"), a subsidiary of Oremex
Resources, has closed the non-brokered private placement offering (the
"Offering") of subscription receipts ("Subscription
Receipts") of Oremex Gold which was previously
announced by way of press release dated March 22, 2011.
Pursuant to the Offering,
Oremex Gold raised aggregate gross proceeds of $4,356,000
through the issuance of 17,424,000 Subscription Receipts at a price of $0.25
per Subscription Receipt. Each Subscription Receipt entitles the holder
thereof to acquire one common share and one-half of one common share purchase
warrant of Oremex Gold. Each warrant will entitle
the holder thereof to subscribe for one additional common share of Oremex Gold for a period of 36 months following closing
of the Qualifying Transaction at an exercise price of $0.35
per common share.
The proceeds of the
Offering will be held in escrow until the completion of the proposed spin-out
transaction between Oremex Gold and Black
Birch Capital Acquisition I Corp ("Black Birch"), a capital
pool company, which was previously announced by way of press release dated March
1, 2011, and which, subject to the receipt of regulatory to receipt
of all regulatory approvals, including the approval of the TSX Venture
Exchange (the "TSXV"), will constitute the Qualifying Transaction
(as defined in Policy 2.4 of the TSXV) of Black Birch. Upon satisfaction of
the escrow release conditions, the Subscription Receipts will automatically
exercised into common shares and warrants Oremex
Gold and ultimately converted into shares and warrants of Black Birch on a one-for-one
basis. It is intended that Black Birch, the resulting issuer, will seek
shareholder approval to change its name to Oremex
Gold.
In connection with the
Offering, Oremex Gold may pay a commission or
finder's fee, payable upon satisfaction of the escrow release conditions, of
up to 7% of the gross proceeds of the Offering, subject to compliance with
applicable TSXV rules and securities laws. Oremex
Gold may also issue broker warrants (the "Broker Warrants") to
registered dealers or other finders, issuable upon satisfaction of the escrow
release conditions, of up to 7% of the number of Subscription Receipts sold
by such registered dealers or other finders. Each Broker Warrant shall
entitle the holder thereof to acquire one share in Black Birch at a price of $0.25
per share for a period of 24 months following completion of the Qualifying
Transaction.
About Oremex
Gold:
Oremex Gold is a wholly owned subsidiary
of Oremex
Resources. Oremex Gold holds certain assets
comprising the gold properties of Oremex
Resources which includes the San
Lucas, Santa Catarina, Maco and Navidad
properties located in Mexico,
all of which are considered by Oremex to be
promising, early-stage mineral properties. At this stage, preliminary
exploration and development work has been conducted on these properties,
however there can be no assurances that any significant mineralization will
be discovered on any of these properties.
San Lucas is
expected to be the material property of the resulting issuer of the Proposed
Transaction, and is the subject of a technical report filed on National
Instrument Form 43-101F1. The San
Lucas property is located 86 kilometres
north of the city of Durango and accessed via paved highway, consists of 7
(seven) mineral concessions covering approximately 1,235 hectares. San
Lucas consists of a series of northeast trending gold and silver
mineralized shear zones in volcanic and sedimentary rocks. Oremex has designed a drilling program based on field
sampling and mapping. Field work has been focused to define drill targets to
test the gold mineralization present in a silicified dacite
dike, which outcrops extensively on the concessions. A total of 220 samples
have been collected along the silicified dacite
dike, which also has cross cutting mineralized dikes, significantly adding to
tonnage potential. The dike has three more intensely mineralized segments;
the 330m long North zone reports silver grades to 1,856 g/t and gold grades
to 1.06 g/t, the 800m long Central Zone reports gold grades to 1.68 g/t and the
180m long South Zone reports gold grades to 0.82 g/t. The mapped strike
length of the silicified dacite dike is 2.0 km. Oremex secured access rights to the San
Lucas property for a period of 30 years, renewable at the
company's option for another 30 years. The work reported was completed under
the supervision of William Feyerabenda Registered
Geologist and a Qualified Person as defined in National Instrument 43-101.
The securities offered
have not been registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S.
persons absent registration or an applicable exemption from registration
requirements. This release does not constitute an offer for sale of securities
in the United States.
Cautionary Note Regarding
Forward-looking Statements
Certain statements
contained in this news release may constitute forward-looking information,
(collectively "forward-looking information") within the meaning of
Canadian securities laws. Forward-looking information may relate to this news
release and other matters identified in Oremex'
public filings, anticipated events or results and can be identified by
terminology such as "may", "will", "could",
"should", "expect", "plan",
"anticipate", "believe", "intend",
"estimate", "projects", "predict",
"potential", "continue" or other similar expressions
concerning matters that are not historical facts and include, but are not
limited in any manner to, those with respect to capital and operating
expenditures, economic conditions, availability of sufficient financing,
receipt of approvals, satisfaction of closing conditions and any and all
other timing, development, operational, financial, economic, legal,
regulatory and/or political factors that may influence future events or
conditions. Such forward-looking statements are based on a number of material
factors and assumptions, including, but not limited in any manner, those
disclosed in any other public filings of Oremex,
and include the ultimate availability and final receipt of required
approvals, sufficient working capital for development and operations, access
to adequate services and supplies, availability of markets for products,
commodity prices, foreign currency exchange rates, interest rates, access to
capital markets and other sources of financing and associated cost of funds,
availability of a qualified work force, availability of manufacturing
equipment, no material changes to the tax and regulatory regime and the
ultimate ability execute its business plan on economically favorable terms.
While we consider these assumptions to be reasonable based on information
currently available to us, they may prove to be incorrect. Actual results may
vary from such forward-looking information for a variety of reasons,
including but not limited to risks and uncertainties disclosed in other Oremex filings at www.sedar.com and other unforeseen events or
circumstances. Other than as required by law, Oremex
does not intend, and undertakes no obligation, to update any forward looking
information to reflect, among other things, new information or future events.
Neither the TSX Venture
nor its Regulation Service Provider (as that term is defined in the policies
of the TSX Venture) accepts responsibility for the adequacy or accuracy of
this release.
FOR FURTHER INFORMATION PLEASE CONTACT: Oremex Resources Inc. John Carlesso, Executive Chairman 416.309.4320 info@oremex.com
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