Nordex Explosives Ltd.
TSX VENTURE : NXX

Nordex Explosives Ltd.

July 13, 2015 14:21 ET

Nordex Explosives Ltd. Updates Convertible Debenture Financing

KIRKLAND LAKE, ONTARIO--(Marketwired - July 13, 2015) -

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NORDEX EXPLOSIVES LTD. ("Nordex" or the "Corporation") (TSX VENTURE:NXX) Further to its press releases of June 4, 2015 and June 26, 2015, Nordex announced today it will proceed with a non-brokered private placement (the "Private Placement") of an unsecured convertible debenture (the "Debenture") for gross proceeds of $2,000,000, subject to the approval of the TSX Venture Exchange (the "TSXVE") . The company intends to use the net proceeds of the Private Placement for repayment of existing debt, investment in infrastructure and for working capital. As previously announced, the purchaser of the Debenture will be NIL Funding Corporation (the "Subscriber"), an affiliate of The Article 6 Marital Trust (the "Marital Trust") created under the First Amended and Restated Jerry Zucker Revocable Trust dated 4-2-07. The Subscriber, by virtue of being an affiliate of the Marital Trust, is an insider of Nordex as it currently holds approximately 14.34% of the outstanding securities of Nordex. The Private Placement is expected to close on or before July 24, 2015. The Private Placement is subject to receipt of all required regulatory and TSXVE approvals.

The Debentures will mature on the date that is three (3) years from the date of issuance, or if the parties agree on or prior to the date that is three (3) years from the date of issuance, the date that is four (4) years from the date of issuance of the Debenture (the applicable date being the "Maturity Date"), and shall pay interest at the rate of 11% per annum. The Debentures are convertible at the holder's option into common shares (the "Common Shares") of Nordex at any time prior to the Maturity Date on seventy (70) days' notice to Nordex at a conversion price of $0.125 per Common Share. If the holder elects to convert some or all of the principal, the Debenture certificate provides that any accrued but unpaid interest may also be converted into Common Shares at the Market Price (within the meaning of such term under applicable TSXVE policies) at the time the accrued interest becomes payable, subject to the further approval of the TSXVE.

The Debentures issued in connection with the Private Placement, as well as all of the Common Shares underlying such securities (if exercised prior to the date that is four months and one day from the date of distribution), will be subject to a hold period of four months and one day from the date of distribution under applicable securities laws and TSXVE rules. The Private Placement is subject to the receipt of all required corporate approvals of Nordex and NIL, as well as all regulatory approvals including the approval of the TSXVE.

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.

Forward-Looking Statements

Certain information included herein may contain "forward‐looking statements" which reflect the current expectations of management of the Corporation regarding the Private Placement. Wherever possible, words such as "may", "would", "could", "should", "will", "anticipate", "believe", "plan", "expect", "intend", "estimate", "aim", "endeavor", "seek", "predict", "potential" and similar expressions have been used to identify these forward‐looking statements. These statements reflect management's current beliefs with respect to future events and are based on information currently available to management of the Corporation. Forward‐looking statements involve significant risks, uncertainties and assumptions. Many factors could cause the Corporation's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward looking statements, including the risks identified in the "Risk Factors" contained in the Corporation's Management Discussion and Analysis and other public filings (copies of which may be obtained at www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward‐looking statements prove incorrect, actual results, performance or achievements may vary materially from those expressed or implied by this press release. These factors should be considered carefully and the reader should not place undue reliance on the forward‐looking statements. Although any forward‐looking statements contained in this press release are based upon what management currently believes to be reasonable assumptions, the Corporation cannot assure readers that actual results, performance or achievements will be consistent with these forward‐looking statements, and management's assumptions may prove to be incorrect. These forward‐looking statements are made as of the date of this press release, and, other than as required by law, the Corporation does not intend, and does not assume any obligation, to update or revise these forward‐looking statements, whether as a result of new information, future events or otherwise.

Neither the TSX Venture nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture) accepts responsibility for the adequacy or accuracy of this release.

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