Adex Mining Inc.

Adex Mining Inc.

March 13, 2007 17:29 ET

Adex Mining Inc. Announces Proposed Private Placement and Filing of Technical Report

TORONTO, ONTARIO--(CCNMatthews - March 13, 2007) -

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

Adex Mining Inc. ("Adex" or the "Corporation") announced today that, as permitted by the order issued by the Ontario Securities Commission on February 22, 2007 varying the cease trade order applicable to the securities of the Corporation to allow the Corporation to complete a private placement to raise up to $500,000, it plans to complete a private placement of up to $500,000 principal amount of convertible debentures (the "Debentures") and up to 5,000,000 common share purchase warrants (the "Debenture Warrants") in order to raise up to a maximum of $500,000.

The Debentures will be unsecured and will not bear interest until nine months after they are issued and thereafter will bear interest at the rate of 8% per annum, payable quarterly in arrears. The Debentures will be convertible at the option of the holder into common shares of the Corporation on the basis of one common share of the Corporation for each $0.10 of principal amount converted (the "Conversion Rate"). The Convertible Debentures will be automatically converted at the Conversion Rate on the day (the "Listing Date") on which the common shares of the Corporation are listed on a recognized stock exchange in Canada which, for greater certainty, includes, without limitation, the TSX Venture Exchange.

As part of the Private Placement, subscribers will also be issued ten Debenture Warrants for each one dollar of principal amount of Debentures subscribed for. Each Debenture Warrant will entitle the holder to acquire one common share of the Corporation at a price of $0.10 per common share until the date which is nine months following the Listing Date, thereafter at a price of $0.20 per common share for the next nine months and thereafter at a price of $0.30 for the next six months. In any event, the Debenture Warrants will expire on the earlier of: (i) the second anniversary of the Listing Date; and (ii) June 30, 2009.

The Private Placement will be non-brokered and all four of the directors of the Corporation have expressed their intent to participate, directly or indirectly, in the Private Placement. The principal amount of the Debentures and the number of Debenture Warrants proposed to be subscribed for by each director, directly or indirectly, is as follows:



Principal Amount of Number of Debenture
Name of Subscriber Debentures Warrants
------------------ -------------------- -------------------

Kabir Ahmed $ 60,000 600,000

J. Errol Farr $ 30,000 300,000

Alan T. Marshall $ 10,000 100,000

William B. Burton $ 10,000 100,000


As a result of such participation by the directors in the Private Placement, the Private Placement will be a "related party transaction" as defined in Ontario Securities Commission Rule 61-501 --Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions (the "Rule"). The Corporation intends to close the private placement as soon as possible. The Rule requires that if the material change report in respect of a related party transaction is filed less than 21 days before the expected date of the closing of the related party transaction, which is expected to be the case with respect to the Private Placement, the Corporation shall explain in both the news release required to be issued under the Securities Act (Ontario) and in the material change report why the shorter period is reasonable or necessary in the circumstances. In the case of the Private Placement, the shorter period is both reasonable and necessary since the Corporation has no cash on hand and needs to complete the Private Placement in order to have cash to meet the day-today expenses of carrying on its business.

Adex is a reporting issuer in Ontario and British Columbia whose securities are currently subject to cease trade orders issued by each of the Ontario Securities Commission and the British Columbia Securities Commissions (the "Cease Trade Orders"). The proceeds of the Private Placement will be used by the Corporation for legal, professional, audit, and regulatory filing fees in relation to its efforts to obtain the revocation of the Cease Trade Orders; maintenance of its primary asset, the Mount Pleasant Mine; and working capital and general corporate purposes.

The Corporation also announced today that it has filed with the Ontario Securities Commission and the British Columbia Securities Commission a National Instrument 43-101 compliant technical report covering its Mount Pleasant Property in New Brunswick titled "A Technical Review of the Mount Pleasant Property, Including a Mineral Resource Estimate for the Fire Tower Zone Southwestern New Brunswick for Adex Mining Inc.". This report was prepared by Watts, Griffis and McOuat Limited and Trevor Boyd, Ph.D., P.Geo, Independent Consultant. The report is available at www.sedar.com.

About Adex:

Adex is a reporting issuer in Ontario and British Columbia whose securities are currently subject to cease trade orders issued by each of the Ontario Securities Commission and the British Columbia Securities Commission. The Corporation's primary asset is the Mount Pleasant Mine, 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 and 38 kilometres north of St. George.

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)