Nordex Explosives Ltd.
TSX VENTURE : NXX

Nordex Explosives Ltd.

August 04, 2016 12:59 ET

Nordex Explosives Board Reviewing Takeover Bid by Omnia Group and Urges Shareholders to Take No Action Before the Board's Recommendation

KIRKLAND LAKE, ONTARIO--(Marketwired - Aug. 4, 2016) -

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

Nordex Explosives Ltd. ("Nordex" or the "Company") (TSX VENTURE:NXX) announced that its Board of Directors is carefully reviewing an unsolicited all-cash takeover bid of $0.22 per share for Nordex (the "BME Offer") from Omnia Holdings Ltd. through its mining division BME ("BME"), launched on August 3, 2016. "The Board will give due consideration to the BME Offer. In the meantime Shareholders are urged to take no action and not to tender to the BME Offer, pending receipt of the Board's recommendation," said Nordex Chair Jim O'Reilly. The Board of Directors will make a recommendation as to acceptance or rejection of the BME Offer to be included in a Directors' circular to be issued by the Board of Directors containing all relevant disclosure as required under applicable securities legislation.

About Nordex Explosives

Nordex Explosives Ltd. is a Canadian based manufacturer and distributor of explosives for the mining, quarry and construction industries since 1970. Its manufacturing operations and distribution centre is strategically located in one of the world's largest mining regions near Kirkland Lake, Ontario. Nordex is the exclusive supplier of the "Buttbuster" perimeter control explosive products in Canada. Additional information can be found at: www.nordexexplosives.com.

Disclosure Regarding Forward-Looking Statements

This press release contains certain "forward-looking statements" within the meaning of applicable securities legislation relating to the Offer made by BME and the Company's responses and recommendations thereto. The information about BME contained in this press release has not been independently verified by Nordex. We use 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. 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.

The TSX Venture Exchange 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 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.

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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