VANCOUVER, BC,
July 20,
2023 /CNW/ - NGEx Minerals Ltd. (TSXV: NGEX)
("NGEx Minerals" "NGEx" or the "Company") is pleased to
announce that it intends to sell on a non-brokered private
placement basis, an aggregate of up to 6,155,000 common shares of
the Company (the "Common Shares") at a price of C$6.50 per Common Share for gross proceeds of up
to C$40.0 million (the "Private
Placement"). View PDF version.
In connection with the Private Placement, each of Lorito
Holdings S.à.r.l. ("Lorito"), Zebra Holdings and Investments
S.à.r.l. ("Zebra"), and Nemesia S.à.r.l. ("Nemesia", and together
with Lorito and Zebra, the "Lundin Family Trusts"), being the
Company's largest shareholders, have indicated their intention to
participate in the Private Placement, subject to customary
conditions, and satisfaction with the terms of the Private
Placement. The Lundin Family Trusts have indicated their intention
of subscribing for up to C$40.0 million of the Private
Placement.
Net proceeds of the Private Placement will be predominantly used
towards furthering exploration programs at the Lunahuasi
exploration project in San Juan Province, Argentina, continued exploration and
maintenance of the Company's Los Helados project located in Region
III, Chile, the repayment of
amounts drawn against a US$3 million
credit facility that matures in September
2023, if any, as well as for general corporate and working
capital purposes.
Completion of the Private Placement will be subject to
regulatory approval, including the approval of the TSX Venture
Exchange and certain other customary conditions including, but not
limited to, execution of subscription agreements between the
Company and the subscribers. The Common Shares will be offered by
way of prospectus exemptions in Canada and the Common Shares sold in the
Private Placement will be subject to a hold period of four months
plus one day. The Company may pay a 5.0% finder's fee in cash or
Common Shares on all or a portion of the Private Placement.
The issuance of Common Shares to insiders constitutes a "related
party transaction", as defined under Multilateral Instrument 61-101
("MI 61-101"). The transactions will be exempt from the formal
valuation and minority shareholder approval requirements of MI
61-101 as neither the fair market value of any Common Shares issued
to, nor the consideration paid, by such persons would exceed 25% of
the Company's market capitalization.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein in
the U.S., or in any jurisdiction in which such an 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 U.S. or to the account or benefit of a U.S.
person or a person in the U.S. absent registration or an applicable
exemption from the registration requirements.
ABOUT NGEX MINERALS
NGEx Minerals is a copper and gold exploration company based in
Canada, focused on exploration of
its Los Helados copper-gold project located in Chile's Region III and the nearby Lunahuasi
copper-gold-silver project located approximately 12 kilometres to
the southwest in San Juan Province, Argentina. Both projects are located within
the Vicuña District, which includes the Josemaria and Filo del Sol
deposits. Los Helados and Lunahuasi lie along the same major
north-northeast trending structure that also controls the Filo del
Sol deposit.
NGEx Minerals is the majority partner and operator for the Los
Helados Project, subject to a Joint Exploration Agreement with
Nippon Caserones Resources Co., Ltd. which is the 49% owner of the
Caserones open pit copper mine located approximately 15km north of
Los Helados. Lundin Mining Corporation holds the remaining 51%
stake in Caserones.
The Company is listed on the TSXV under the trading symbol
"NGEX". NGEx Minerals is part of the Lundin Group of Companies.
On behalf of NGEx Minerals,
Wojtek Wodzicki,
President and CEO
Additional information relating to NGEx Minerals Ltd. may
be obtained or viewed on the SEDAR website at www.sedar.com or
on the Company's website at www.ngexminerals.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Cautionary Note Regarding
Forward-Looking Statements
Certain statements made and information contained herein in the
news release constitutes "forward-looking information" and
"forward-looking statements" within the meaning of applicable
securities legislation (collectively, "forward-looking
information"). The forward-looking information contained in this
news release is based on information available to the Company as of
the date of this news release. Except as required under applicable
securities legislation, the Company does not intend, and does not
assume any obligation, to update this forward-looking information.
Generally, this forward-looking information can frequently, but not
always, be identified by use of forward-looking terminology such as
"plans", "expects" or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or
"does not anticipate", or "believes", or variations of such words
and phrases or statements that certain actions, events, conditions
or results "will", "may", "could", "would", "might" or "will be
taken", "occur" or "be 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 news release
include statements regarding the closing of the Private Placement
(including receipt of all required regulatory approvals), the
number of Common Shares sold pursuant to the Private Placement, the
insider participation in the Private Placement, the use of proceeds
from the Private Placement, the focus and objective of future work
programs, the expected results or success of future exploration
activities, and the growth strategy of the Company. 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 forward-looking statements since
the Company can give no assurance that such expectations will prove
to be correct. These statements involve known and unknown risks,
uncertainties and other factors that may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements, including but not limited to risks
related to: receipt of required regulatory approvals for, and the
closing of, the Private Placement, insider participation in the
Private Placement, Mineral Resources estimates, estimations of
costs, and permitting time lines; ability to obtain surface rights
and property interests; currency exchange rate fluctuations;
requirements for additional capital; changes to government
regulation of mining activities; environmental risks; unanticipated
reclamation or remediation expenses; 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 the current price of and
demand for commodities will be sustained or will improve, that the
general business and economic conditions will not change in a
material adverse manner, that financing will be available if and
when needed on reasonable terms and that the Company will not
experience any material labour dispute, accident, or failure of
plant or equipment. These factors are not, and should not be
construed as being, exhaustive.
The forward-looking statements contained in this news release
are made as at the date of this news release and the Company does
not undertake any obligations to publicly update and/or revise any
of the included forward-looking statements, whether as a result of
additional information, future events and/or otherwise, except as
may be required by applicable securities laws. Forward-looking
information is provided for the purpose of providing information
about management's current expectations and plans and allowing
investors and others to get a better understanding of the Company's
operating environment. Although the Company has attempted to
identify important factors that would cause actual results to
differ materially from those contained in forward-looking
information, there may be other factors that cause results not to
be as anticipated, estimated, or intended. 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. All the 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
thereof.
Cautionary Note to U.S. Readers
Information concerning the mineral properties of the Company
contained in this news release has been prepared in accordance with
the requirements of Canadian securities laws, which differ in
material respects from the requirements of securities laws of
the United States applicable to
U.S. companies subject to the reporting and disclosure requirements
of the United States Securities and Exchange Commission.
SOURCE NGEx Minerals Ltd.