THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
VANCOUVER, BRITISH COLUMBIA / May 1, 2017 / MGX Minerals Inc. (“MGX” or the “Company”) (CSE: XMG / FKT: 1MG / OTC: MGXMF) is pleased to announce that closing of the Company’s previously announced private placement financing (the “Offering”) through the offering of special warrants of the Company (“Special Warrants”) is now expected to take place on or about May 5, 2017, or at such other date as reasonably agreed upon by Mackie Research Capital Corporation (“MRCC”), the lead agent under the Offering, and the Company. MRCC may invite other registered investment dealers to participate as syndicate members in the Offering (MRCC, together with such additional syndicate members, the “Agents”). MRCC’s minimum syndicate position in the Offering shall be 75%.
The Company has also agreed to amend the terms of the offering, such that up to 5,555,556 Special Warrants will be offered at a price of CAD$0.90 per Special Warrant (the “Issue Price”) for gross proceeds of up to CAD$5,000,000. In addition, the Company has granted the Agents an option (the “Agents’ Option”) to increase the size of the Offering by up to an additional 625,000 Special Warrants, for additional gross proceeds of up to CAD$750,000, at any time up to 48 hours prior to the closing of the Offering. Each Special Warrant shall be exercisable, for no additional consideration, into one unit (“Unit”) of the Company. Each Unit shall be comprised of one common share (“Common Share”) and one common share purchase warrant (“Warrant”) of the Company. Each Warrant will be exercisable to purchase one Common Share at a price of CAD$1.15 for a period of 24 months following the closing of the Offering. If at any time prior to the expiry of the Warrants the ten day volume-weighted average trading price of the Common Shares exceeds CAD$2.00 then the Company may provide notice to the holders of the Warrants that the Warrants will expire 30 days after the date of the notice.
In connection with their services provided in connection with the Offering, the Agents will receive a cash commission (the “Commission”) equal to 6.5% of aggregate gross proceeds raised from the Offering as well as compensation options (“Compensation Options”) in an amount equal to 6.5% of the number of Special Warrants sold under the Offering. The Compensation Options shall be exercisable at any time up to 24 months following closing of the Offering at an exercise price equal to the Issue Price. Each Compensation Option shall entitle the holder thereof to receive, upon exercise, one Special Warrant or, in the event that the Special Warrants have all been exercised in accordance with their terms, one Unit. In the event that the Company does not satisfy the Qualification Condition (as defined below) on or before the Qualification Deadline (as defined below) the Compensation Options will be exercisable for 1.1 Units.
As additional consideration for its services provided in connection with the Offering, MRCC shall receive an advisory fee equal to 2% of the aggregate gross proceeds raised from the Offering as well as advisor options (the “Advisor Options”) in an amount equal to 2% of the number of Special Warrants sold under the Offering. The Advisor Options shall have terms identical to the Compensation Options.
The total number of Special Warrants sold under the Offering, when calculating the amount of the Commission, the Advisory Fee, the Compensation Options and the Advisor Options, shall include in each case any amount subscribed for pursuant to the exercise of the Agents’ Option
The Company has agreed to use its best efforts to obtain a receipt for a final short form prospectus qualifying the distribution of the Units upon exercise of the Special Warrants (the “Qualification Condition”) on or before the date that is 45 days following closing of the Offering (the “Qualification Deadline”). If the Qualification Condition is not satisfied before the Qualification Deadline, each Special Warrant shall become exercisable, without any action on the part of the holders of the Special Warrants, including payment of any additional consideration, to receive 1.1 Units. Prior to the satisfaction of the Qualification Condition, the Special Warrants and the Common Shares and Warrants comprising the Units will be subject to a 4-month hold period from closing of the Offering.
For more information on the Private Placement, please refer to the Company’s news release, dated March 1, 2017 available through the Company’s profile on SEDAR at www.sedar.com and at www.mgxminerals.com.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.