Amerix Precious Metals Corporation
TSX VENTURE : APM
FRANKFURT : NJGN

Amerix Precious Metals Corporation

November 05, 2014 22:03 ET

Amerix Announces Closing of Private Placement and Signing of Definitive Amalgamation Agreement

TORONTO, ONTARIO--(Marketwired - Nov. 5, 2014) -

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

Amerix Precious Metals Corporation (TSX VENTURE:APM)(FRANKFURT:NJGN) ("Amerix" or the "Company") is pleased to announce that it has closed its previously announced private placement (the "Amerix Offering") of subscription receipts (the "Subscription Receipts"), led by Canaccord Genuity Corp. (the "Agent"). The Company has also entered into a definitive amalgamation agreement (the "Definitive Agreement") with Eagle Graphite Corporation ("Eagle") dated November 5, 2014 in respect of its previously announced proposed merger of Amerix and Eagle (the "Transaction"), pursuant to which 9073329 Canada Inc., a wholly-owned subsidiary of Amerix ("Amerix Subco"), and Eagle will amalgamate and the outstanding securities of Eagle will be exchanged, on a one-for-one basis, for securities of the Company (as constituted post-Transaction, the Company is herein sometimes referred to as the "Resulting Issuer").

In connection with the Transaction, on November 5, 2014, Eagle closed a private placement (the "Eagle Offering"), previously announced in the Company's press release dated November 3, 2014, for proceeds of CAD$1,505,000. The Amerix Offering, the Eagle Offering and the Definitive Agreement are each discussed in greater detail below.

The Amerix Offering

The Company issued a total of 10,930,000 Subscription Receipts at a price of CAD$0.10 per Subscription Receipt (the "Issue Price") for gross proceeds of CAD$1,093,000. The Subscription Receipts were issued in connection with the Transaction, as set forth pursuant to the terms and conditions of the Definitive Agreement.

In accordance with the terms of the Subscription Receipts, the Definitive Agreement, and other documentation in relation to the Amerix Offering, the gross proceeds of the Amerix Offering (the "Escrowed Funds") will be held in escrow on behalf of the holders of the Subscription Receipts pending the satisfaction of the escrow release conditions (the "Escrow Release Conditions"). Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically exercisable into one share of the Resulting Issuer (each, a "Resulting Issuer Share") which will qualify as a "flow-through" share within the meaning of the Income Tax Act (Canada), and the Escrowed Funds shall be released to the Resulting Issuer from escrow.

The Escrow Release Conditions for the Amerix Offering will include the completion of the Transaction, which itself is subject to a number of conditions, including the receipt of conditional approval for trading on the TSX Venture Exchange (the "TSXV") in respect of the Resulting Issuer Shares ultimately underlying the Subscription Receipts. Assuming satisfaction of the Escrow Release Conditions, the proceeds of the Amerix Offering will be used for exploration expenditures by the Resulting Issuer, which will constitute Canadian exploration expenses (within the meaning of the Income Tax Act (Canada)) and will be renounced in respect of the Company's 2014 taxation year.

In the event that the Escrow Release Conditions are not satisfied on or before 5:00 p.m. (Toronto time) on December 31, 2014 (the "Escrow Deadline"), the unexercised Subscription Receipts will immediately become null, void and of no further force or effect and, as soon as reasonably possible, and in any event within five (5) business days following the Escrow Deadline, the Escrowed Funds shall be distributed to the holders of Subscription Receipts such that each purchaser will receive an amount equal to the aggregate Issue Price for such purchaser's unexercised Subscription Receipts without interest or deduction.

In consideration for its services, the Agent received a cash commission equal to 7% of the gross proceeds of the Amerix Offering, as well as broker warrants to purchase an aggregate of 765,100 Resulting Issuer Shares, representing 7% of the number of Subscription Receipts issued pursuant to the Amerix Offering, at the Issue Price for a period of 24 months from closing of the Amerix Offering.

The Escrowed Funds will be held by Equity Financial Trust Company (the "Escrow Agent").

In connection with the Transaction, Amerix will, effective immediately prior to the completion of the Transaction, consolidate its outstanding common shares on the basis of one (1) new share for twenty (20) old shares (the "Consolidation"). For greater clarity, the Resulting Issuer Shares issuable upon exercise of the Subscription Receipts are the post-Consolidation shares of Amerix.

The Eagle Offering

In connection with the Transaction and concurrent with the Amerix Offering, Eagle has completed a "best efforts" private placement offering (the "Eagle Offering") of 15,050,000 subscription receipts of Eagle (the "Eagle Subscription Receipts") at a price of CAD$0.10 per Eagle Subscription Receipt for gross proceeds of CAD$1,505,000. Each Eagle Subscription Receipt is exercisable into one unit of Eagle (each, a "Unit") upon the satisfaction of the escrow release conditions applicable to the Units (the "Eagle Escrow Release Conditions").

The Eagle Escrow Release Conditions include (a) the satisfaction or waiver of all conditions precedent to the Transaction in accordance with the terms of the Definitive Agreement; (b) the receipt of conditional approval for the Transaction from the TSXV, including the listing of the Resulting Issuer Shares issued and issuable under the Eagle Offering; (c) Eagle not being in breach or default of any of its covenants or obligations under the agency agreement entered into in connection with the Eagle Offering in any material respect except those breaches or defaults that have been cured by Eagle or waived by the Agent; (d) the Transaction being completed (other than the amalgamation taking effect) on substantially the terms which the Agent approved prior to the closing of the Eagle Offering (unless otherwise agreed by the Agent); and (e) no "material change" having occurred in respect of Eagle or the Resulting Issuer.

Each Unit consists of one common share of Eagle (each, an "Eagle Share") and one-half of one common share purchase warrant (each whole warrant, an "Eagle Warrant"). Each Eagle Warrant is exercisable by the holder thereof to acquire one Eagle Share at a price of CAD$0.15 per share for a period of 60 months following the exercise of the Eagle Subscription Receipts. The Eagle Shares and Eagle Warrants will be exchanged on a one-for-one basis for Resulting Issuer Shares and common share purchase warrants of the Resulting Issuer, respectively, on the same economic terms, upon the completion of the Transaction. The net proceeds of the Eagle Offering are anticipated to be used for ongoing exploration and development of Eagle's Black Crystal graphite project and for working capital and general corporate purposes.

In connection with the Transaction, Eagle will, effective immediately prior to the completion of the Transaction, split its outstanding common shares on the basis of one (1) old share for twenty (20) new shares (the "Stock Split"). For greater clarity, the Eagle Shares partially underlying the Units issuable upon exercise of the Eagle Subscription Receipts are the post-Stock Split shares of Eagle.

The proceeds of the Eagle Offering are in addition to bridge financing previously secured by Eagle in the form of promissory notes with an aggregate principal value of CAD$700,000 (the "Notes"). The Notes are due June 22, 2015, and are automatically convertible into up to 7,840,000 Eagle Shares and up to 3,920,000 Eagle Warrants immediately prior to the closing of the Transaction.

The Definitive Agreement

On November 5, 2014, the Company, Eagle, and Amerix Subco entered the Definitive Agreement. Subject to regulatory and other approvals which may be required and the satisfaction of other conditions contained in the Definitive Agreement, the merger will occur via a "reverse takeover" under the policies of the TSXV. Pursuant to the terms of the Definitive Agreement, Amerix Subco will amalgamate with Eagle, and all outstanding securities of Eagle will be exchanged, on a one-for-one basis, for securities of the Resulting Issuer. Any outstanding convertible securities of Eagle, including the Eagle Warrants, will be exchanged for convertible securities of the Resulting Issuer on similar economic terms. As the Transaction requires the approval of the shareholders of Amerix, the Company has called a special meeting of shareholders to be held on December 17, 2014. In connection with the meeting, Amerix will mail an information circular to its shareholders describing the Transaction, Eagle and other information prescribed under applicable securities laws and TSXV policies.

Closing Conditions

Completion of the Transaction is subject to a number of conditions, including but not limited to the satisfaction of Amerix and Eagle in respect of the due diligence investigations to be undertaken by each party, the receipt of approval of the directors of each of Amerix and Eagle, the approval of the shareholders of Eagle, the receipt of approval of the shareholders of Amerix, and the receipt of all necessary approvals of all regulatory bodies having jurisdiction in connection with the Transaction, including the TSXV. The Transaction cannot close until the required conditions are satisfied or waived, and there can be no assurance that the Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular of Amerix to be prepared in connection with the Transaction, any information released or received with respect to the Transaction and/or other associated transactions may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.

For further information in respect of the Transaction and Eagle, please refer to the Prior Releases. The Transaction is subject to the receipt of the TSXV and all required regulatory and shareholder approvals.

About Amerix

Amerix Precious Metals Corporation is an Ontario company that has been exploring for precious metals through its wholly-owned operating subsidiary, Mineraçao Vila Porto Rico Ltd., with its principal assets being the Limao Concessions located in Para State, Brazil. The Company's shares trade on the TSXV under the symbol "APM" and on the Frankfurt Stock Exchange under the symbol "NJGN".

Cautionary Statements

Disclosure Regarding Forward-Looking Statements: This press release contains certain "Forward-Looking Statements" within the meaning of applicable securities legislation relating to the proposal to complete the Transaction and associated transactions, including statements regarding the terms and conditions of the Transaction and the use of proceeds of the Amerix Offering and the Eagle Offering. The information about Eagle contained in the press release has not been independently verified by the Company. Amerix uses words such as "might", "will", "should", "anticipate", "plan", "expect", "believe", "estimate", "forecast" and similar terminology to identify forward-looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information depending on, among other things, the risks that the parties will not proceed with the Transaction and/or other associated transactions, that the ultimate terms of the Transaction and/or other associated transactions will differ from those currently contemplated, and that the Transaction and/or other associated transactions will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. The Company undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, Eagle, their respective securities, or their respective financial or operating results (as applicable).

The TSXV has in no way passed judgment upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

All information contained in this press release relating to Eagle was provided by Eagle to Amerix for inclusion herein. Amerix has not independently verified such information and shall bear no liability for any misrepresentation contained therein.

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