Eagle Graphite Corporation

Eagle Graphite Corporation
Eagle Graphite Incorporated
TSX VENTURE : EGA

December 23, 2014 22:47 ET

Eagle Graphite Corporation and Amerix Precious Metals Corporation Announce Closing of Business Combination, Resulting Issuer to Be Known as "Eagle Graphite Incorporated"

TORONTO, ONTARIO--(Marketwired - Dec. 23, 2014) -

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

Eagle Graphite Incorporated (formerly, Amerix Precious Metals Corporation) (TSX VENTURE:EGA) ("Eagle" or the "Company") is pleased to announce the completion today of the business combination (the "Transaction") with Eagle Graphite Corporation, a private Canada Business Corporations Act corporation ("EGC"). Pursuant to the Transaction, EGC amalgamated with a wholly-owned subsidiary of Eagle. Immediately prior to the effectiveness of the Transaction, the former Amerix Precious Metals Corporation ("Amerix") changed its name to "Eagle Graphite Incorporated" and consolidated its outstanding securities on the basis of one (1) new share for each twenty (20) previously outstanding shares (the "Consolidation"). Immediately following the Consolidation there were approximately 4,122,746 Amerix shares outstanding. A total of 266,118,800 post-Consolidation shares were issued today in connection with the Transaction.

Registered holders of pre-Consolidation Amerix shares should use the letter of transmittal mailed to shareholders on November 28, 2014 to exchange their Amerix share certificates for post-Consolidation Eagle common share certificates. A copy of the letter of transmittal can also be found under Eagle's profile on www.SEDAR.com. In the event you do not hold your shares in Eagle directly, please contact your broker for further details.

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, December 18, 2014 and December 19, 2014 and the joint information circular of Amerix and EGC dated November 25, 2014 available on www.SEDAR.com under Eagle's profile.

In connection with the Transaction, Jamie Deith has been appointed President & Chief Executive Officer of the Company. Dan Hamilton will remain as Chief Financial Officer of the Company. Brian Bapty and Robert Matter have been appointed to the board of directors of the Company (the "Board"), as has Jamie Deith. Steve Brunelle will remain as a member of the Board. Robert Crombie, Jeffrey Reeder and Luciano Borges have each resigned from the Board, effective today. The Company wishes to thank Messrs. Crombie, Reeder and Borges for their service over these past years.

Trading in the shares of Amerix has been halted since July 7, 2014 pending completion of the Transaction. Eagle has received conditional approval of the TSX Venture Exchange (the "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 to occur in early January, 2015.

Eagle is also pleased to announce it has entered into an agreement for the sale of its mineral concessions (the "MVPR Concessions") located in Brazil (the "Sale Transaction"). Eagle holds the MVPR Concessions through its indirectly held wholly- owned operating subsidiary, Mineraçao Vila Porto Rico Ltda. ("MVPR"). Pursuant to the terms of the Sale Transaction, the buyer will purchase all of the issued and outstanding shares of MVPR from Brazourcay Ltd. and S.A. Ventures II Limited (together, the "Cayman Subsidiaries"), which hold 90% and 10%, respectively, of the outstanding shares of MVPR. As partial consideration for the Sale Transaction the buyer will assume all of the outsanding accounts payable and accrued liabilities of MVPR, which as at October 31, 2014 were approximately $467,000. Following completion of the Sale Transaction, Eagle expects to wind up the Cayman Subsidiaries in due course. The Sale Transaction received the approval of the shareholders of the Company at the meeting of shareholders held December 19, 2014, and remains subject to the approval of the TSXV and all required regulatory approvals and to customary terms and conditions for transactions of this nature.

Pursuant to the Transaction, Latitude Minerals Inc. ("Latitude") was issued a total of 200,028,800 common shares of Eagle at a deemed value of $0.10 per share, representing approximately 74% of the issued and outstanding shares of Eagle. The principal shareholders of Latitude are as follows: Jamie Deith (and related trust) as to 63%, Sinan Akdeniz (and related trust) as to 26% and Joanne Akdeniz as to 9%. For further information regarding Latitude's acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact Mr. Deith at (604) 909-4237. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com. After giving effect to Transaction, Mr. Deith also holds 1,560,000 Eagle shares directly as well as a total of 780,000 common share purchase warrants (the "Warrants") to acquire Eagle shares at a price of $0.15 per share until December 22, 2019, representing 5.8% of all outstanding Warrants. Mr. Akdeniz also holds a total of 1,280,000 Eagle shares directly as well as a total of 640,000 Warrants, representing approximately 4.8% of all outstanding Warrants. If all Warrants held by Mr. Deith were to be fully exercised (assuming no other Warrants or other convertible securities of the Company were exercised or converted, as the case may be) Mr. Deith would own approximately 0.86% of the Company's shares directly, on a partially diluted basis. Mr. Deith has acquired the securities of the Company for investment purposes. Mr. Deith may in the future take such actions in respect of his holdings as is deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of the Company through open market purchases or privately negotiated transactions, or the sale of all or a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers.
For further information regarding Mr. Deith's acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact Mr. Deith at (604) 909-4237. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com. If all Warrants held by Mr. Akdeniz were to be fully exercised (assuming no other Warrants or other convertible securities of the Company were exercised or converted, as the case may be) Mr. Akdeniz would own approximately 0.71% of the Company's shares directly, on a partially diluted basis. Mr. Akdeniz has acquired the securities of the Company for investment purposes. Mr. Akdeniz may in the future take such actions in respect of his holdings as is deemed appropriate in light of the circumstances then existing, including the purchase of additional shares or other securities of the Company through open market purchases or privately negotiated transactions, or the sale of all or a portion of his holdings in the open market or in privately negotiated transactions to one or more purchasers. For further information regarding Mr. Akdeniz's acquisition of securities of the Company or to obtain a copy of the early warning report in respect of this transaction, please contact Mr. Akdeniz at (604) 909-4237. A copy of the early warning report will also be available under the Company's profile on SEDAR at www.sedar.com.

About Eagle

Eagle Graphite Incorporated is an Ontario company that specializes in natural flake graphite mining. It owns one of only two operating natural flake graphite mines in North America, located 35 kilometres west of the city of Nelson in British Columbia, Canada, and 70 kilometres north of the state of Washington, USA, known as the Black Crystal graphite mine. The Company's shares are listed on the TSXV under the symbol "EGA" 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, among other things, the completion of the Sale Transaction and the resumption of trading of the Eagle shares. Eagle 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 satisfaction of all of the conditions of the TSXV relating to the final approval for the Transaction, the proposed date for the resumption of trading of the Company's shares on the TSXV and the completion of the Sale 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 or its securities, its financial or operating results (as applicable).

The TSXV has in no way passed upon the merits of the 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.

Contact Information

  • Eagle Graphite Incorporated
    Jamie Deith
    President & Chief Executive Officer
    604 909-4237
    jdeith@eaglegraphite.com

    Eagle Graphite Incorporated
    Dan Hamilton
    Chief Financial Officer
    647 260-0470
    dan.hamilton@amerixcorp.com

    Latitude Minerals Inc.
    Jamie Deith
    President
    604 909-4237