TRADING SYMBOL: "CNX: TSX.V"
VANCOUVER, Aug. 4, 2011 /CNW/ - Callinex Mines Inc. ("Callinex" or the "Company") is pleased to announce that it has engaged Secutor Capital Management Corporation and Industrial Alliance Securities (collectively the "Agents") in connection with a private placement offering of flow-through shares (the "Flow-Through Shares") to raise up to Cdn $6.6 million (the "Offering") on a commercially reasonable basis.
The Agents will be paid a cash commission of 8% of the gross proceeds from the Offering raised by the Agents. As additional compensation, the Agents will be issued on the closing date of the Offering (the "Closing Date") compensation options (the "Agents' Options") entitling the Agents to subscribe for common shares in the amount of 8% of the number of Flow-Through Shares to be issued by the Company with an exercise price per Agents' Option set at the same price, subject to regulatory approval, as the price per Flow-Through Share under the Offering. The Agents' Options will have the same terms and conditions as the Offering and will be exercisable for a period of 18 months from the Closing Date. All securities issued under the Offering are subject to a 4 month hold period in accordance with TSX Venture Exchange regulations.
Certain directors and officers of the Company may acquire Flow-Through Shares under the Offering. Any such participation would be considered to be a related party transaction as defined under Multilateral Instrument 61-101. 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 Flow-Through Shares issued to or the consideration paid by such persons will exceed 25 per cent of the Company's market capitalization.
The Company intends to use the net proceeds of the Offering to incur exploration expenditures on the Company's Coles Creek property in British Columbia and the Company's Gossan Hill gold property in Manitoba.
Closing of the Offering is expected to occur on or about August 25, 2011 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. The Flow-Through Shares have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold in the United States absent registration or any applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the Flow-Through Shares in any state in which such offer, solicitation or sale would be unlawful.
On behalf of Callinex Mines Inc.
Mike Muzylowski
President CEO
Cautionary Statement on Forward-Looking Information
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Certain of the information presented in this News Release may constitute "forward-looking statements" or "forward-looking information" within the meaning of Canadian securities legislation (together referred to as "forward-looking statements"). The forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements, including any delays in the receipt of consents or approvals. Although Callinex has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or 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. Accordingly, readers should not place undue reliance on forward-looking statements contained in this News Release and in any document referred to in this News Release. Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and Callinex undertakes no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change, except as required by applicable law.