Argex Silver Capital Inc.

TSX VENTURE : RGX.P


October 30, 2009 16:18 ET

Argex Silver Capital Inc. Closes its Qualifying Transaction With 7013833 Canada Corp.

MONTREAL, QUEBEC--(Marketwire - Oct. 30, 2009) - Argex Silver Capital Inc. (the "Corporation") (TSX VENTURE:RGX) announces today that it has completed its qualifying transaction by way of the acquisition (the "Acquisition") of the assets of 7013833 Canada Corp. (the "Vendor") consisting of mining claims located in the Baie-Comeau region of north-eastern Quebec (the "Property").

As consideration under the Acquisition, the Corporation paid the sum of $580,000 and issued to the Vendor a total of 17,000,000 common shares in the Corporation's capital ("Common Shares"), 8,000,000 common share purchase warrants exercisable for one Common Share each without any additional consideration upon the occurrence of the First Milestone (as defined below) and an additional 8,000,000 common share purchase warrants exercisable for one Common Share each without any additional consideration upon the occurrence of the Second Milestone (as defined below). The Vendor immediately distributed these securities to its shareholders.

The "First Milestone" means the completion of a technical report prepared by an independent qualified person and compliant with Regulation 43-101 demonstrating at least 80 million tonnes of measured resources (as defined under CIM standards) averaging 30% Fe (iron) and 10% Ti (titanium) in the Property.

The "Second Milestone" means the completion of a technical report prepared by an independent qualified person compliant with Regulation 43-101 demonstrating at least 300 million tonnes of measured resources (as defined under CIM standards) averaging 30% Fe (iron) and 10% Ti (titanium) in the Property.

Further to the Acquisition, Guy Charette, Mazen Haddad and Francois Fauteux have resigned as directors of the Corporation and have been replaced by Michael Curtis, Anthony Garson and Peter H. Smith. Mark Billings and Roy Bonnell shall remain as directors of the Corporation. Michael Curtis has been appointed as the Corporation's new chief executive officer while Mark Billings assumes the position as its chief financial officer. These appointments are all subject to the approval of the TSX Venture Exchange (the "TSXV").

A finder's fee of $252,250 was also paid to Gemme Manicouagan Inc. ("Gemme") for its services rendered in connection with the Acquisition.

Concurrently with the Acquisition, the Corporation completed a private placement (the "Private Placement") of 16,280,000 A Units and 4,004,000 B Units at a price of $0.25, for total proceeds of $5,071,000. Each Unit A is made up of one flow-through Common Share and one common share purchase warrant (a "Warrant") entitling the holder to purchase one non-flow-through Common Share at a price of $0.40 per share until October 30, 2011. Each B Unit is made up of one Common Share and one Warrant.

Under the Private Placement, the Corporation paid to certain intermediaries (the "Finders") a total cash commission of $345,000 (the "Cash Commission") and issued to them 960,000 finder's warrants (a "Finder's Warrant"). Each Finder's Warrant entitles the holder to purchase one B Unit at a price of $0.25 per unit until October 30, 2011. The Corporation's filing statement dated March 31, 2009 inaccurately stated that the Finder's Warrants would entitle the holder to acquire only Common Shares and not units.

The MineralFields Group participated in the Private Placement, subscribing for 7,600,000 A Units for a subscription price of $1,900,000. Limited Market Dealer Inc. received a cash commission of $95,000 and 760,000 Finder's Warrants in connection with this investment. MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities ® is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®.

The Acquisition, the appointment of the Corporation's new directors and officers and the Private Placement remain subject to final acceptance by the TSXV, after which trading in the Common Shares will resume.

Neither 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.

Contact Information

  • Argex Silver Capital Inc.
    Mr. Mark Billings
    Chief Financial Officer
    514-296-1641