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 / June 16, 2017 / MGX Minerals Inc. (“MGX” or the “Company”) (CSE: XMG / FKT: 1MG / OTC: MGXMF) is pleased to announce that it has filed a preliminary short form prospectus (“Prospectus”) in each of the provinces of British Columbia, Alberta and Ontario to qualify the distribution of 6,253,842 units of the Company (“Units”) and the common shares and warrants underlying such Units issuable for no additional consideration upon the exercise or deemed exercise of 6,253,842 special warrants of MGX (“Special Warrants”). The Special Warrants were issued in connection with the previously announced private placement offerings (the “Offerings”) which closed on May 12, 2017 and May 31, 2017. The Special Warrants were sold at a price of $0.90 per Special Warrant (the “Issue Price”), for aggregate gross proceeds of approximately $5.6 million.
In accordance with the terms of an amended and restated agency agreement (the “Agency Agreement”) entered into by the Company and Mackie Research Capital Corp. (the “Agent”), the Agent received a cash commission equal to 8.5% of the aggregate gross proceeds from the Offering as well as rights to receive compensation options (“Compensation Options”) in an amount equal to 8.5% of the number of Special Warrants sold under the Offerings. The Prospectus also qualifies the distribution of the Compensation Options to the Agent upon the exercise or deemed exercise of such rights. The Compensation Options are exercisable at any time until May 12, 2019. Each Compensation Option entitles the holder to purchase one Unit at the Issue Price. 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.
Pursuant to the terms of the Agency Agreement, 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 June 26, 2017 (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, and for no 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 statutory hold period for four months and one day from the date of closing of the applicable Offering.
For more information on the Offering, please refer to the Prospectus, as well as the Company’s news releases, dated March 1, 2017, May 12, 2017 and May 31, 2017, available on 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.