Prominex Resource Corp.

Prominex Resource Corp.

August 13, 2007 07:29 ET

Prominex Offers 8,000,000 Units for Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 13, 2007) - Prominex Resource Corp. (TSX VENTURE:PXR) announced today that the company is offering a private placement of 8,000,000 units of the Company ("Units") at $0.10. The company has signed an Engagement Letter with Northern Securities Inc. ("Northern") for a brokered private placement financing of up to 6,000,000 units ("Brokered Units") at $0.10 per Unit for total proceeds of $600,000. The company also announced that it will do a non-brokered private placement of up to 2,000,000 Units ("Non-Brokered Units") for total proceeds of $200,000 at the same price under the same terms and conditions as the Brokered Units.

Each Unit will consist of one common share ("Common Share") and one half common share purchase warrant ("Warrant"). Each whole warrant will be exercisable into one common share for a period of 24 months from Closing at an exercise price of $0.13 per share with a company option for a forced exercise provision as hereinafter described following the expiry of the four month and one day hold period. If for fifteen consecutive trading days, following the four month and one day hold period, the closing price of the listed shares of the Company exceeds $0.32 then the exercise period will be shortened to a period of 30 days after such 15 consecutive trading days.

The Units issued under the private placement will be subject to a hold period of four months and one day.

Northern will act as agent to the company to offer the Brokered Units for sale on a best effort basis.

The net proceeds from this offering will be used for general working capital purposes.

In connection with the Brokered Units offered, Northern will receive a cash commission equal to 10% of the gross proceeds raised and Broker's Warrants equal to 10% of the aggregate number of Brokered Units sold under the offering ("Broker's Warrants"). Each Broker's Warrant will be exercisable to purchase one Unit at the issue price in this offering at any time prior to the date that is 24 months from the closing of the sale of the Brokered Units.

10% cash finders' fees may be paid to arm's-length eligible persons on the Non-Brokered Proceeds.

The offering is subject to certain conditions including, but not limited to, due diligence by Northern and the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The securities issued pursuant to the offering will be subject to a four month hold period from date of issuance.


Lorne King, President and CEO

This release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21B of the Securities Exchange Act of 1934. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, goals, assumptions or future events or performance are not statements of historical fact and may be "forward-looking statements". "Forward-looking statements" are based on expectations, estimates and projections at the time the statements are made that involve a number of risks and uncertainties which could cause actual results or events to differ materially from those presently anticipated. Forward-looking statements in this action may be identified through the use of words such as expects, "will", "anticipates", "estimates", "believes", or statements indicating certain actions "may", "could", or "might" occur.

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

Contact Information