Margaux Resources Ltd.

Margaux Resources Ltd.

May 31, 2016 08:00 ET

Margaux Resources Announces Increase in Size of Private Placement Offering and Additional Flow-Through and Debenture Offering

CALGARY, ALBERTA--(Marketwired - May 31, 2016) -


Margaux Resources Ltd. (TSX VENTURE:MRL) ("Margaux" or the "Company") is pleased to announce that, further to its press release of May 25, 2016 and subject to receipt of all required regulatory approvals, it intends to increase the size of its previously announced offering of units ("Units") of the Company at a price of $0.20 per Unit for aggregate gross proceeds of now up to $230,000 pursuant to a non-brokered private placement. In addition, the Company is pleased to announce that, subject to regulatory approvals, it intends to issue and sell up to 2,000,000 common shares ("Common Shares") of the Company issued on a "CEE flow-through" basis pursuant to the Income Tax Act (Canada) ("Flow-Through Shares") at a price of $0.25 per Flow-Through Share for aggregate gross proceeds of up to $500,000. Finally, the Company is also pleased to announce that it intends to complete an offering of up to $100,000 in principle amount of unsecured convertible debentures (the "Debentures"). The offering of the Units, Flow-Through Shares and Debentures are hereby collectively referred to as the "Offering."

Each Unit consists of one Common Share and one Common Share purchase warrant ("Warrant"). Each whole Warrant will expire 24 months from the closing date of the Offering, and will entitle the holder to acquire one Common Share at a price of $0.30 per Common Share.

Each Debenture will have a par value of $1,000, bear interest of 6.5% per annum payable annually on the anniversary of issuance, and will be convertible into Common Shares at a price of $0.20 per share at the option of the holder of the Debentures on the business day prior to the Maturity Date. The Debentures will mature twelve (12) months after the date of their issuance (the "Maturity Date").

Margaux also wishes to announce that it has reached an agreement with Mr. Tyler Rice, the Company's President and Chief Executive Officer to eliminate the amounts owing to Mr. Rice in unpaid salary for the period of February 2015 to May 2016 in the amount of approximately $166,695 for nil consideration.

Proceeds of the Offering will be used on the Company's summer 2016 work program on its Jersey-Emerald Property (the "Property"), located near Salmo, British Columbia. The securities issued pursuant to the Offering are subject to a four month hold period under applicable securities laws.

Permitting is currently in process for both underground and surface exploration programs. Ed Lawrence, previous Jersey mine manager and Margaux director, is working with Perry Grunenberg in program planning and will oversee the underground drift work. Perry Grunenberg is Margaux's "Qualified Person" for the purpose of National Instrument 43-101, Standards of Disclosure for Mineral Projects.

Margaux Resources Ltd.: Margaux is a publicly traded mineral exploration company based in Calgary, Alberta. The Company has an option on the previously producing Jersey Emerald tungsten-zinc mine, located in southeastern British Columbia.

Forward-Looking Statements

This press release may contain forward-looking statements including those describing Margaux's future plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, the majority of which are beyond the control of Margaux and its management. In particular, this news release contains forward-looking statements pertaining, directly or indirectly, to the following: risks associated with future equity financings, the ability to close the Offering in the amount anticipated or at all, Margaux's exploration plans and work commitments, the receipt of required regulatory and other approvals as well as other market conditions and economic factors, business and operations strategies. Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release or as of the date specified in the documents accompanying this release, as the case may be. The Company undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

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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