Amerix Precious Metals Corporation

Amerix Precious Metals Corporation

December 19, 2014 20:01 ET

Amerix Receives Shareholder Approval for Business Combination With Eagle Graphite Corporation and Sets Closing Date

TORONTO, ONTARIO--(Marketwired - Dec. 19, 2014) -


Amerix Precious Metals Corporation (TSX VENTURE:APM) ("Amerix" or the "Company") is pleased to announce that the proposed business combination (the "Transaction") with Eagle Graphite Corporation ("Eagle") has received the approval of its shareholders at a special meeting of shareholders held today (the "Meeting"). In addition, the Amerix shareholders approved the disposition of its Brazilian mineral properties at the Meeting. The Eagle shareholders also approved the Transaction at a special meeting of Eagle shareholders held today.

Eagle and Amerix intend to complete the Transaction effective Tuesday, December 23, 2014. As part of the Transaction, Amerix will change its name to "Eagle Graphite Incorporated" (the "Resulting Issuer") and will consolidate its outstanding securities on the basis of one (1) new Amerix share for each twenty (20) currently outstanding shares (the "Consolidation"), each of which shall be effective immediately prior to the completion of the Transaction. There are currently 82,454,934 common shares outstanding as of today's date; following the Consolidation there will be 4,122,746 Amerix shares outstanding. A total of 266,118,800 post-Consolidation shares will be issued in connection with the Transaction.

Trading in the shares of Amerix have been halted since July 7, 2014 pending completion of the Transaction. Amerix has received conditional approval of the TSX Venture Exchange ("TSXV") for the Transaction. It is expected that the shares will remain halted until the listing conditions of the TSXV have been satisfied, which is expected in early January, 2015.

For further information in respect of the Transaction, please refer to the press releases of July 7, 2014, August 14, 2014, September 30, 2014, October 31, 2014, November 3, 2014, November 5, 2014 and December 18, 2014 and the joint information circular of Amerix and Eagle available on under Amerix's profile. The Transaction is subject to the receipt of final approval of the TSXV.

Amerix and Eagle are also pleased to announce that Eagle has entered into a binding letter of intent with TLO Capital Corp. dated December 19, 2014, (the "LOI") for a private placement financing (the "TLO Private Placement"). Pursuant to the terms of the LOI, TLO will purchase a minimum of 1,400,000 and up to a maximum of 1,600,000 units of the Resulting Issuer (the "TLO Units") at a price of $0.10 per TLO Unit, for aggregate consideration of a minimum of $140,000 and up to a maximum of $160,000, respectively. Each TLO Unit will consist of one common share (the "EGI Shares") in the capital of the Resulting Issuer and one half of one (1/2) share purchase warrant, each of which is exercisable into an ECI Share at a price of $0.15 per share for a period of 60 months from the date of issuance. The TLO Units will be issued pursuant to applicable prospectus and registration exemptions under National Instrument 45-106 Prospectus and Registration Exemptions.

Pursuant to the TLO Private Placement, TLO anticipates it will invest all of its available cash reserves in the purchase of the TLO Units. It is a term of the LOI that TLO deposit $140,000 into escrow pursuant to the escrow provisions of the LOI which include, among other things, that these escrowed funds will either be released to the Resulting Issuer at closing of the TLO Private Placement or released to TLO if the LOI is terminated prior to closing of the TLO Private Placement.

The TLO Private Placement will not be completed until certain closing conditions have been satisfied, including:

1. the completion of the Transaction;

2. the common shares of the Resulting Issuer being listed for trading on the TSXV;

3. receipt of conditional approval from TSXV to each of the Resulting Issuer and TLO for TLO's subscription under the TLO Private Placement;

4. receipt of shareholder approval of TLO for TLO's subscription under the TLO Private Placement; and

5. the Resulting Issuer and TLO entering into a formal subscription agreement with respect to the TLO Private Placement.

Closing of the TLO Private Placement is expected to occur in the first quarter of 2015.

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 proposed timing of the closing the Transaction and the resumption of trading of the Resulting Issuer shares. 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 the Transaction 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, the Resulting Issuer, or their respective securities, or their respective financial or operating results (as applicable).

The TSXV has in no way passed 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.

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