Amex Exploration Inc. (“Amex” or the “Company“) (TSXV:AMX) is pleased to announce that it has closed the previously announced “bought deal” private placement of an aggregate of 2,000,000 flow-through common shares (each, a “FT Share“) of the Company at a price of $5.85 per FT Share for aggregate gross proceeds of $11,700,000 (the “Offering“). The Offering was led by PI Financial Corp., as sole bookrunner (the “Lead Underwriter“), on behalf of a syndicate of underwriters, including Canaccord Genuity Corp., Laurentian Bank Securities Inc., Haywood Securities Inc. and Industrial Alliance Securities Inc. (together, with the Lead Underwriter, the “Underwriters“).
In addition, the Company wishes to report that 3.4 million common share purchase warrants (“Warrants“) have been exercised for a total of $4.3 M in cash. Two million Warrants were exercised by the Company’s largest shareholder, Mr. Eric Sprott.
In connection with the Offering, the Underwriters received a cash commission of 6.0% of the gross proceeds of the Offering, excluding a maximum of $200,000 in gross proceeds from the issuance of the FT Shares on a president’s list agreed upon by the Company and the Underwriters (the “President‘s List“) for which a commission of 3.0% of such gross proceeds was paid by the Company to the Underwriters.
Victor Cantore, President and CEO of Amex commented, “With the closing of this financing and the exercise of warrants we have approximately $39M of cash on hand, the majority of which is earmarked for exploration at Perron. At 200,000 metres drilling, we are currently in the middle of one of the largest drill programs in Canada and I am very pleased with the results we have delivered to date from the drill bit as well as the recently announced metallurgy results. Looking forward, we will continue to focus on building a best in class organization through disciplined cash management that builds ounces in the ground and by making Amex a wildly known “go to” name in the junior mining space.”
The FT Shares issued in connection with the Offering will qualify as “flow-through shares” within the meaning of subsection 66(15) of the Income Tax Act (Canada) and section 359.1 of the Taxation Act (Quebec)). The gross proceeds from the sale of the FT Shares will be used for general exploration expenditures on the Company’s properties located in Quebec.
The transaction constituted a “related party transaction” within the meaning of Multilateral Instrument 61-101 (“MI 61-101“), as Bryan Coates, a director of the Company, participated in the Offering for an aggregate of 8,550 FT Shares. Prior to this acquisition, Mr. Coates directly held 59,500 common shares and 179,750 convertible securities. Following this acquisition, Mr. Coates now holds 68,050 common shares representing 0.08%, and 0.30% on a partially diluted basis. Such related party transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of securities being issued to the related party nor the consideration being paid by the related party exceeds 25% of the Company’s market capitalization. The participants in the Offering and the extent of such participation were not finalized until shortly prior to the completion of the Offering. Accordingly, it was not possible to publicly disclose details of the nature and extent of related party participation in the Offering pursuant to a material change report filed at least 21 days prior to the completion of the Offering.
The FT Shares under the Offering are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities laws. The Offering is subject to receipt of all necessary regulatory and other approvals, including final approval of the TSX Venture Exchange.
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 or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Amex Exploration Inc. is a junior mining exploration company, the primary objective of which is to acquire, explore, and develop viable gold and base metal projects in the mining-friendly jurisdictions of Quebec and Ontario. Amex is focused on its 100% owned Perron gold project located 110 kilometers north of Rouyn Noranda, Quebec, consisting of 117 contiguous claims covering 4,560 hectares. A number of significant gold discoveries have been made at Perron, including the Eastern Gold Zone, the Gratien Gold Zone, the Grey Cat Zone, and the Central Polymetallic Zone. High-grade gold has been identified in each of the zones. A significant portion of the project remains underexplored. In addition to the Perron gold project, the company holds a portfolio of three other properties focused on gold and base metals in the Abitibi region of Quebec and Ontario.