VANCOUVER, BC, Oct. 15,
2024 /CNW/ - NGEx Minerals Ltd. ("NGEx Minerals"
"NGEx" or the "Company") (TSX: NGEX) (OTCQX: NGXXF) is pleased
to announce that it intends to sell on a non-brokered private
placement basis, an aggregate of up to 9,091,000 common shares of
the Company (the "Common Shares") at a price of C$11.00 per Common Share for gross proceeds of up
to C$100 million (the "Private
Placement"). View PDF
Net proceeds of the Private Placement will be predominantly used
towards furthering exploration programs at the Lunahuasi project in
San Juan Province, Argentina,
continued exploration and maintenance of the Company's Los Helados
project located in Region III, Chile, 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 Toronto Stock
Exchange (the "TSX") and other customary regulatory approvals and
closing conditions for a transaction of this nature including, but
not limited to, execution of subscription agreements between the
Company and the subscribers. The Common Shares will be issued on a
private placement basis pursuant to exemptions from prospectus
requirements under applicable securities laws and will be subject
to a statutory hold period of four months and one day from the date
of issuance. The Company may pay a finder's fee of 5% in connection
with a portion of the Private Placement. The Company anticipates
closing of the Private Placement as soon as practicable subject to
receipt of all necessary regulatory approvals.
Trusts settled by the late Adolf H.
Lundin (the "Lundin Family Trusts") have indicated their
intention to participate in the Private Placement. Any such
participation would be considered to be a "related party
transaction" as defined under Multilateral Instrument 61-101
- Protection of Minority Security Holders in Special
Transactions ("MI 61-101"), as a private entity controlled
by the Lundin Family Trusts is currently the Company's largest
shareholder. The transaction 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 or the consideration paid by such persons will exceed 25% of the
Company's market capitalization.
This news release shall not constitute an offer to sell or
the solicitation of an offer to buy the securities described herein
in the United States (the "U.S.")
nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation 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 (the
"1933 Act"), or any 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
the Lunahuasi copper-gold-silver project in San Juan Province,
Argentina, and the nearby Los
Helados copper-gold project located approximately nine kilometres
northeast in Chile's Region III.
Both projects are located within the Vicuña District, which
includes the Caserones mine, and the Josemaria and Filo del Sol
deposits.
NGEx owns 100% of Lunahuasi and is the majority partner and
operator for the Los Helados project, subject to a Joint
Exploration Agreement with Nippon Caserones Resources LLC, which is
the indirect 30% owner of the operating Caserones open pit copper
mine located approximately 17 kilometres north of Los Helados.
Lundin Mining Corporation holds the remaining 70% stake in
Caserones.
The Company's common shares are listed on the TSX under the
symbol "NGEX" and also trade on the OTCQX under the symbol "NGXXF".
NGEx is part of the Lundin Group of Companies.
Additional information relating to NGEx may be obtained or
viewed on SEDAR+ at www.sedarplus.ca.
Additional Information
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 news release.
The information contained in this news release was accurate at
the time of dissemination but may be superseded by subsequent news
release(s). The Company is under no obligation, nor does it
intend to update or revise the forward-looking information, whether
as a result of new information, future events or otherwise, except
as may be required by applicable securities laws.
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"). All statements other than statements of historical
facts included in this document constitute forward-looking
information, including but not limited to, statements regarding the
ultimate size of the Private Placement, the closing of the Private
Placement (including receipt of all required regulatory
approvals), the participation and support of existing shareholders
in the Private Placement, and the anticipated use of net proceeds
resulting from the Private Placement. Words such as "plans",
"expects" or "is expected", "budget", "scheduled", "targets",
"estimates", "forecasts", "intends", "anticipates" 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 and similar expressions identify
forward-looking information.
Forward-looking information is necessarily based upon various
estimates and assumptions including, without limitation, the
expectations and beliefs of management with regards to 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 expectations regarding existing shareholder support
and backstops, the use of proceeds of the Private Placement, the
focus and objective of future work programs, the expected results
or success of future work programs, and the growth strategy of the
Company. Although the Company believes that these factors and
expectations are reasonable as at the date of this document, in
light of management's experience and perception of current
conditions and expected developments, these statements are
inherently subject to significant business, economic and
competitive uncertainties and contingencies. Known and unknown
risks, uncertainties and other factors may cause actual results or
events to differ materially from those anticipated in such
forward-looking statements and undue reliance should not be placed
on such statements and information. Such factors include, without
limitation, 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; material adverse changes to the
current price of and/or demand for commodities, particularly
copper, gold and silver; material adverse changes to general
business and economic conditions, including in the jurisdictions in
which the Company's mineral property interests reside; material
labour disputes, accidents, or failures of equipment; and those
described in the Risk Factors section of the most recent annual
information form and annual management discussion and analysis, and
risks, uncertainties and other factors identified in the Company's
periodic filings with Canadian securities regulators. which are
available on SEDAR+ at www.sedarplus.ca under the
Company's profile.
The forward-looking information contained in this news
release is based on information available to the Company as at the
date of this news release. Except as required under applicable
securities legislation, the Company does not undertake any
obligation to publicly update and/or revise any of the included
forward-looking information, whether as a result of additional
information, future events and/or otherwise. 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.