Adex Mining Inc.

Adex Mining Inc.

April 25, 2007 09:05 ET

Adex Mining Inc. Announces Private Placement of Subscription Receipts to Raise up to $5 Million

TORONTO, ONTARIO--(CCNMatthews - April 25, 2007) -

NOT FOR DISSEMINATION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Adex Mining Inc. ("Adex" or the "Corporation") announced today that it intends to raise up to $5 million in a best efforts private placement of the Corporation. Pursuant to the offering, the Corporation will issue up to 16,666,667 subscription receipts of the Corporation at an issue price of $0.30 per subscription receipt. Each subscription receipt will entitle the holder to acquire one common share of the Corporation for no additional consideration, subject to adjustment in certain events.

A syndicate led by Paradigm Capital Inc. and including Kingsdale Capital Markets Inc. will act as agents in respect of the offering.

The gross proceeds of the Offering less the agents' commission and the estimated out-of-pocket costs and expenses of the agents will be held in escrow in an interest bearing account. The escrowed proceeds (and accrued interest) will be released to the Corporation upon satisfaction of certain conditions.

In the event that such conditions have not been satisfied at or prior to 5:00 p.m. (Toronto time) on the date which is 60 days following the closing of the offering, the escrowed proceeds (plus accrued interest) will be used by the Corporation to repurchase the subscription receipts at a redemption price equal to the issue price plus a pro rata amount of any interest accrued to the date of redemption. To the extent that the escrowed proceeds are not sufficient to purchase all of the subscription receipts, the Corporation will contribute such amounts as are necessary to satisfy any shortfall.

The agents will be paid a cash commission on closing equal to six percent of the gross proceeds of the Offering. In addition, the Corporation will issue to the agents such number of non-transferable broker warrants as is equal to six percent of the number of subscription receipts issued pursuant to the offering, with each such broker warrant being exercisable to acquire one common share of the Corporation at a price of $0.30 per share for a period of 12 months following the closing of the offering.

The net proceeds of the offering will be used to fund exploration and development activities at the Corporation's Mount Pleasant Mine Property and for general working capital purposes.

The offering is scheduled to close on or about May 24, 2007 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals. All securities issued pursuant to the offering will be subject to the applicable statutory and regulatory hold periods.

This press release is not an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The subscription receipts to be sold pursuant to the offering and the common shares issuable upon exercise thereof have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the United States Securities Act of 1933, as amended.

About Adex Mining Inc.

Adex is a reporting issuer in Ontario and British Columbia whose primary asset is the Mount Pleasant Mine Property, a dormant multi-metal mine development project located in Charlotte County, New Brunswick, approximately 80 kilometres south of Fredericton, 97 kilometres northwest of Saint John, 38 kilometres north of St. George and 65 kilometres from the United States border.

No securities commission or regulatory authority has approved or disapproved the contents of this press release.

Contact Information

  • Adex Mining Inc.
    Kabir Ahmed
    Chief Executive Officer and Director
    (416) 941-9663
    (416) 946-1951 (FAX)