Canamex Resources Corp.

TSX VENTURE : CSQ
FRANKFURT : CX6


Canamex Resources Corp.

February 07, 2014 08:30 ET

Canamex Intends to Complete Equity Financing of $2,160,000 With New Strategic Investor and Insiders Priced at a Premium to Market

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 7, 2014) -

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

Canamex Resources Corp. (TSX VENTURE:CSQ)(FRANKFURT:CX6) announces that it intends to complete a private placement for gross proceeds of up to $2,160,000 (the "Financing"), subject to acceptance by the TSX Venture Exchange. These funds will be raised by the Company issuing up to 22,222,222 common shares to a new strategic investor, and up to 1,777,778 common shares to Insiders (the "Shares"), at a price of $0.09 per Share which is currently a premium to the Company's market price.

No finders' fees will be paid and no warrants will be issued in connection with this Financing.

Proceeds will be used for exploration and development of the Company's Bruner Gold Project in Nevada, and for general working capital.

Three (3) Insiders, together with the spouse of one Insider (the "Related Parties"), will directly and/or indirectly subscribe for an aggregate of up 1,777,778 Shares from the Financing, which will increase those Related Parties' pro rata shareholdings in the Company (the "Related Party Transaction"). All of the independent directors of the Company, acting in good faith, have determined that the fair market value of the securities being issued and the consideration paid is reasonable and, with the value of the Related Party Transaction being less than 25% of the Company's market capitalization, is exempt from the formal valuation and minority shareholder approval requirements of the Ontario Securities Commission's Rule 61-501.

In addition, in accordance with an agreement the Company has with Hecla Canada Ltd. (refer to CSQ News Release dated November 19, 2012), Hecla holds a pre-emptive right so long as it holds more than 10% of Canamex's outstanding shares (on an undiluted basis). In this regard, Hecla has the right (but not the obligation) to participate in equity offerings of Canamex in order to maintain Hecla's pro-rata equity interest in Canamex.

The Financing is expected to close on or about February 14, 2014, and is subject to certain conditions, including, but not limited to, the receipt of acceptance from the TSX Venture Exchange.

ON BEHALF OF THE BOARD

Robert Kramer, CEO and Director

The securities referred to in this news release have not been, nor will they 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 absent U.S. registration or an applicable exemption from the U.S. registration requirements.

This news release does not constitute an offer for sale of securities for sale, nor a solicitation for offers to buy any securities. Any public offering of securities in the United States must be made by means of a prospectus containing detailed information about the company and management, as well as financial statements.

Neither the 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.

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