Norex Exploration Services Inc.
TSX : NRX

Norex Exploration Services Inc.

September 07, 2007 15:08 ET

Norex Announces $15,000,300 Financing

CALGARY, ALBERTA--(Marketwire - Sept. 7, 2007) -

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

Norex Exploration Services Inc. (TSX:NRX) ("Norex" or the "Company") has entered into an engagement letter for the issuance of up to 14,286,000 units (the "Units") at a price of $1.05 per Unit on a private placement basis (the "Offering"). Each Unit consists of one common share and one half of one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share at a price of $1.60 per share until the date which is 18 months from the closing date. The Offering is being conducted on a best efforts basis through a syndicate of agents led by Westwind Partners Inc. and including BMO Nesbitt Burns Inc. and Blackmont Capital Inc. (collectively, the "Agents"). The Company has granted the Agents an option (the "Option") to acquire up to an additional 1,429,000 Units on the same terms and conditions, such Option being exercisable at any time up to two business days prior to the closing of the Offering.

Gross proceeds from the issuance of the Units is anticipated to be $15,000,300 ($16,500,750, assuming full exercise of the Option) and will be used to fund the Company's previously announced acquisition (the "Acquisition") of South American Exploration, LLC.

Completion of the Offering is conditional upon the closing of the Acquisition with the Offering closing concurrently therewith later this month, and is also conditional upon further due diligence by the Agents, the receipt of all necessary regulatory approvals (including from the Toronto Stock Exchange (the "TSX")) and the completion of a definitive agency agreement with the Agents.

In accordance with the policies of the TSX, shareholder approval of the issuance of the Units which may be issued pursuant to the Offering will require approval by Norex's shareholders. The Company intends to satisfy this requirement by obtaining the written approval of holders of more than 50% of the outstanding common shares. Additionally, the Company will be seeking the approval of the TSX to allow ARC Energy Venture Fund 4 ("ARC"), the Company's largest shareholder, to participate in the Offering for up to $6 million. ARC currently holds 20,268,657 of the Company's 38,600,986 issued and outstanding common shares.

Norex, its division, Conquest Seismic Services, and its US subsidiary, Conquest Seismic Services, Inc., provide premium 2D, 3D and 4D land-based seismic data acquisition services in Canada and the United States. Norex is the largest operator of ARAM-ARIES® recording equipment in Canada and provides state-of-the-art technology to the North American oil and gas industry. Norex trades on the TSX under the symbol "NRX."

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the Units in any jurisdiction. The Units offered will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to a U.S. person, absent registration, or an applicable exemption therefrom.

Advisory Respecting Forward-Looking Statements:

This news release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "confident", "might" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the foregoing, this news release contains forward-looking information and statements pertaining to the following: (i) the completion of the Acquisition; (ii) the successful completion of financing necessary to complete the Acquisition, including Norex's ability to raise capital and its ability to obtain all necessary exemptive relief from applicable securities regulatory authorities, including the TSX; and (iii) other expectations, beliefs, plans, goals, objectives, assumptions, information and statements about possible future events, conditions, results of operations or performance. Various assumptions were used in drawing the conclusions or making the projections contained in the forward-looking statements throughout this news release.

The forward-looking information and statements included in this news release are not guarantees of future performance and should not be unduly relied upon. Forward-looking statements are based on current expectations, estimates and projections that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated and described in the forward-looking statements. Such information and statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking information or statements.

Norex cautions that the foregoing list of assumptions, risks and uncertainties is not exhaustive. The forward-looking information and statements contained in this news release speak only as of the date of this news release, and the Company assumes no obligation to publicly update or revise them to reflect new events or circumstances, except as may be required pursuant to applicable securities laws.

For the purposes of securities law compliance, and, in particular, Ontario Securities Commission Rule 61-501, Norex advises that it is necessary to file this press release less than 21 days prior to the expected date of closing of the Offering in order to complete the Acquisition within the time frame required by the parties.

The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • Norex Exploration Services Inc.
    Paul A. Crilly
    President and Chief Executive Officer
    (403) 216-5929
    or
    Norex Exploration Services Inc.
    Rob Morin
    Vice-President, Finance and Chief Financial Officer
    (403) 216-5923