QUEBEC CITY, QUEBEC--(Marketwired - Oct. 16, 2013) -
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA.
Robex Resources inc. ("Robex" or the "Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) announces a proposed non-brokered private placement of up to C$12 million aggregate principal amount of unsecured convertible debentures.
The debentures will be offered at par at a price of $1,000 per debenture, will mature three years from the date of their issuance and will bear interest at a rate of 10% per annum. The debentures will be convertible at the holder's option into common shares of Robex at a conversion price of $0.15 per Common Share being a ratio of 6,666 common shares per $1,000 principal amount of debentures. The Company will have the option of calling the debentures during the term of the debentures subject to a 5% penalty of the outstanding principal amount of debentures.
Closing of the offering is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. Securities issued will be subject to a hold period, which will expire four months plus one day from the date of closing.
Robex intends to use the proceeds of the private placement to fund the construction of its Nampala plant which was increased to 2500. tonnes per day from 1,500. t/d . This funding replaces also an unrealized debt bank financing which had been previously announced . (see news release dated on September 11, 2013).
The Cohen family intend to subscribe up to C$10 million aggregate principal amount of unsecured convertible debentures. There are currently 276,508,872 common shares outstanding. The Cohen family is an insider of the Company given that it currently owns 98,449,000 common shares of the Company, as well as 80,000,000 common share purchase warrants having an exercise price of $0.25 and an expiration date of October 29, 2017. In connection with the private placement, the Company intends to rely on available valuation and shareholder approval exemptions contained in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions as a result of the value of the private placement in relation to the market capitalization of the Company.
Chief Financial Officer Acting
The TSX Venture Exchange or its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts no liability for the authenticity or accuracy of this release.
This press release contains statements that may constitute "forward-looking information" or "forward-looking statements" as set out within the context of security law. This forward-looking information is subject to many risks and uncertainties, some of which are beyond Robex Inc.'s ("Robex") control. The actual results or conclusions may differ considerably from those that have been set out, or intimated, in this forward-looking information. There are many factors which may cause such disparity, especially the instability of metal market prices, the results of fluctuations in foreign currency exchange rates or in interest rates, poorly estimated reserves, environmental risks (stricter regulations), unforeseen geological situations, unfavorable extraction conditions, political risks brought on by mining in developing countries, regulatory and governmental policy changes (laws and policies), failure to obtain the requisite permits and approvals from government bodies, or any other risk relating to mining and development. There is no guarantee that the circumstances anticipated in this forward-looking information will occur, or if they do occur, how they will benefit Robex. The forward-looking information is based on the estimates and opinions of Robex's management at the time of the publication of the information and Robex does not assume any obligation to make public updates or modifications to any of the forward-looking statements, whether as a result of new information, future events, or any other cause, except if it is required by securities laws.