Adex Mining Inc. Announces the Closing of its Previously Announced $9 Million Private Placement of Subscription Receipts
NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
TORONTO, ON, May 24, 2007 -- Adex Mining Inc. ("Adex" or the "Corporation") announced today that it has closed its previously announced private placement of Subscription Receipts (the "Offering"). The Corporation issued 30,000,000 Subscription Receipts pursuant to the Offering at an issue price of $0.30 per Subscription Receipt for gross proceeds of $9,000,000. The Subscription Receipts were issued through a syndicate of agents lead by Paradigm Capital Inc. ("Paradigm") and including Kingsdale Capital Markets Inc.
Each Subscription Receipt entitles the holder to acquire one Common Share of the Corporation for no additional consideration upon the satisfaction of the following conditions:
(a) the TSX Venture Exchange (the "Exchange"), or such other more senior recognized stock exchange in Canada as may be acceptable to Paradigm, acting reasonably, shall have conditionally accepted the listing of the Common Shares of the Corporation (including any Common Shares issuable upon exercise of the Subscription Receipts);
(b) the Corporation shall have satisfied all of the conditions imposed by the Exchange, or such other more senior recognized stock exchange in Canada as may be acceptable to Paradigm, acting reasonably, other than the release of the Escrowed Funds (as defined below);
(c) there shall have been no material adverse change in the financial condition, business or operations of the Corporation, as determined by Paradigm, acting reasonably; and
(d) the Corporation shall have remained in compliance with all of its covenants and/or obligations under the Subscription Receipt Agreement and the Agency Agreement, except those breaches or defaults which have been waived by Paradigm.
No conditional acceptance of the listing of the Common Shares of the Corporation on the Exchange has been received nor is there any assurance that such acceptance will be received or, if received, the Common Shares will ultimately be listed on the Exchange.
The gross proceeds of the Offering less the Agents' commission of 6% of the gross proceeds and the estimated out-of-pocket expenses of the Agents (the "Escrowed Funds") will be held in escrow on behalf of the purchasers of Subscription Receipts by Equity Transfer & Trust Company and invested in accordance with the terms of the Subscription Receipt Agreement. In the event that the conditions set forth above have not been met at or prior to 5:00 p.m. (Toronto time) on July 23, 2007, the purchasers of the Subscription Receipts will be entitled to have their pro rata share of the Escrowed Funds, plus accrued interest thereon and their pro rata share of the balance of the gross proceeds of the Offering refunded.
In consideration for acting as agents in connection with the Offering, the Agents received, in addition to their cash commission, an aggregate of 1,800,000 non-transferable compensation warrants, with each such compensation warrant entitling the Agents to purchase one Common Share of the Corporation at a price of $0.30 for a period of one year following the closing of the Offering.
The net proceeds of the Offering will be used to fund exploration and development activities at the Corporation's Mount Pleasant Mine Property and for general working capital purposes.
This press release is not an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The Subscription Receipts sold pursuant to the Offering and the Common Shares issuable upon exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended.
About Adex Mining Inc.
Adex is a reporting issuer in Ontario and British Columbia whose primary asset is the Mount Pleasant Mine Property, a dormant multi-metal mine development project located in Charlotte County, New Brunswick, approximately 80 kilometres south of Fredericton, 97 kilometres northwest of Saint John, 38 kilometres north of St. George and 65 kilometres from the United States border.
No securities commission or regulatory authority has approved or disapproved the contents of this press release.