Robex Resources Inc.

Robex Resources Inc.

July 02, 2015 09:00 ET

Robex Resources Inc.: Closing of Private Placement

QUEBEC, QUEBEC--(Marketwired - July 2, 2015) - Robex Resources Inc. ("Robex" and / or "the Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) announces the closing of the private placement in the form of debentures, for an amount of $7,105,000 Canadian.

The debentures sold at a price of $ 1,000 per debenture have a maturity of 3 years and bear an annual interest rate of 10% payable on each anniversary date. They are repayable on the maturity date. The debentures are convertible at their maturity by their holders upon the company's agreement. The latter may otherwise force the conversion of the debentures at the maturity date to the extent that the closing market price of the common shares of the company was equal to or exceeds $ 0.25 for 21 consecutive trading days preceding the maturity date of the debentures. The conversion, if any, will be made in common shares of the Company at a conversion price of $ 0.10 per common share, being 10,000 common shares per $ 1,000 of debenture capital.

Closing of the offering will be subject to regulatory approvals. The Debentures that will be issued under this offering will be subject to a hold period of four months plus one day from the date of closing. The Cohen Group has subscribed to this financing for an amount 6,500,000 Canadian dollars.

These additional funds will cover:

  • the immediate establishment of an exploration program at Nampala with the objective to transfer up to a million ounces (1,000,000 ounces) of inferred resources towards the measured and indicated resources; and
  • the working capital funds needed at the moment of the restart at 4,000 tonnes per day (t / d) of the Nampala mine; and
  • the increase in investment of 4 million Canadian dollars on the Nampala mine to cover the purchase of a higher level of equipment than originally planned including a new ball mill at 4,000 t / j instead of a used ball mill, adding a Zadra type elution system capable of operating atmospherically or under pressure instead of simply improving the former elution system; and
  • finally, these funds will offset the increase in the US dollar versus the Canadian dollar (the investment budget being held in US dollars).

Repayment of the temporary loan of $ 2 million CAD from Georges Cohen

In addition, Robex confirms the repayment of a temporary loan of 2 million Canadian dollars from Mr. Georges Cohen, president and CEO of the Company which had been granted May 19, 2015.

Remember that Mr. Georges Cohen had granted the loan to the company temporarily on May 19, 2015, in order to continue the short-term investments and to continue the construction of Phase 2 of the Nampala mine (4,000 t/d) while awaiting the completion of the debenture financing, which was completed today.

Confirmation of the established directors

Robex confirms that their Annual General Meeting took place on June 11, and that everything went very smoothly. The seven directors who were established on the board of directors have all been reappointment for the next year by the majority of shareholders.

Changes to the audit committee

The Audit Committee will now be composed of Mr. Claude Goulet as chairman of this committee, Mr. Michel Doyon as well as Mr. Julien Cohen.

Insiders have subscribed for a total of $ 6,505,000 in debenture capital in connection with the financing (the "Insider Participation"). The Insider Participation is exempt from the obligation to establish a formal evaluation and the approval of the minority holders in regards to regulation 61-101 on the protection of Minority Security Holders during special transactions ("Regulation 61-101") in accordance with the exemption provided for in Articles 5.5 (a) and 5.7 (1) (a) of Regulation 61-101, as the fair market value of insider participation or the consideration paid by such insiders does not exceed 25% of the market capitalization of the Company. The Company did not file an important change report at least 21 days before the completion of the placement regarding insider participation considering that it was not known precisely at that time.

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's 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, unfavourable 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.

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

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