QUEBEC CITY, QUEBEC--(Marketwire - June 29, 2012) -
NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES
Junex Inc. (TSX VENTURE:JNX) ("Junex") has completed its previously-announced private placement with Investissement Québec ("IQ"), for gross proceeds of $5,000,000. The private placement consists of 7,142,857 units of Junex at a price of $0.70 per unit. Each unit is composed of one common share of Junex and one-half of a warrant; each whole warrant entitling the holder thereof to acquire one common share of Junex at a price of $0.875 until June 28, 2015. Under applicable securities legislation, the common shares and warrants issued to IQ are subject to restrictions on resale for a period of four months.
Pursuant to a prospectus exemption available to accredited investors, IQ acquired ownership and control over 7,142,857 common shares of Junex and 3,571,428 warrants of Junex. Prior to this investment, IQ owned, indirectly, 424,450 common shares of Junex through IQ Mines Inc. As a result, IQ now holds, directly and indirectly, 11.26% of the outstanding common shares on a non-diluted basis and 15.06% on a diluted basis.
IQ intends to hold its common shares and warrants for investment purposes and may, depending on market and other conditions, increase or decrease its beneficial ownership, control or direction over common shares, warrants or other securities of Junex, through market transactions, private agreements, treasury issuances or exercise of convertible securities. IQ's address is 600 rue de la Gauchetière ouest, bureau 1500, Montréal, Québec, H3B 4L8.
As long as IQ holds at least 5% of the issued and outstanding common shares of Junex, Junex undertakes to use its best efforts to appoint a representative designated by IQ to the board of directors of Junex and its principal committees. In addition, as long as IQ holds at least 5% of the issued and outstanding common shares of Junex, the corporation must obtain the prior approval of IQ before moving its head office, decision-making centre or principal place of business, currently located in Quebec City.
The proceeds of the private placement will be used to drill, during 2012, a conventional exploratory well, without fracking, on the Galt #4 target of the Galt property in the Gaspé region.
Following the closing of the private placement, there are 67,223,428 common shares of Junex issued and outstanding, and Junex has a working capital totaling more than $22 million.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction. The common shares and warrants offered have not been and will not be registered under the U.S. Securities Act of 1933 or state securities laws. Accordingly, the common shares and warrants may not be offered or sold to U.S. persons except pursuant to applicable exemptions from registration.
Junex is a junior oil and gas exploration company that holds exploration rights on approximately 5.2 million acres of land located in the Appalachian basin in the Province of Quebec. The company is in the heart of the Utica Shale gas discovery located in the St. Lawrence Lowlands and holds a significant land-package on the Anticosti Island where an independent report has provided their Best Estimate of the undiscovered shale oil initially-in-place volume for the Macasty Shale at 12.2 billion barrels. In parallel to its exploration efforts in Quebec and expansion of its exploration activities elsewhere, Junex's goal is to achieve positive cash flows from its natural brine and drilling services operations.
Forward-Looking Statements and Disclaimer
Certain statements in this press release may be forward-looking. Forward-looking statements are based on the best estimates available to Junex at the time and involve known and unknown risks, uncertainties and other factors that may cause Junex's actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. A description of the risks affecting Junex's business and activities appears under the heading "Risks and Uncertainties" on pages 8 to 11 of Junex's 2011 annual management's discussion and analysis, which is available on SEDAR at www.sedar.com. No assurance can be given that any events anticipated by the forward-looking information in this press release will transpire or occur, or if any of them do so, what benefits that Junex will derive therefrom. In particular, no assurance can be given as to the future financial performance of Junex. Junex disclaims any intention or obligation to update or revise any forward-looking statements in order to account for any new information or any other event. The reader is warned against undue reliance on these forward-looking statements.
IQ's mission is to foster the growth of investment in Quebec, thereby contributing to economic development and job creation in every region. IQ offers businesses a full range of financial solutions, including loans, loan guarantees and equity investments, to support them at all stages of their development. It is also responsible for administering tax measures and prospecting for foreign investments.
Neither 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.