SOURCE: SGX Resources

March 06, 2012 07:00 ET

SGX Announces $8 Million Private Placement

Funds to Advance Timmins South Exploration Programs

WINNIPEG, MB--(Marketwire - Mar 6, 2012) - SGX Resources Inc. (TSX VENTURE: SXR) (the "Company") is pleased to announce that it has entered into an agreement with Primary Capital Inc. and a syndicate of agents (the "Agents"), under which the Agents have agreed to sell, on a private placement basis, units (the "HD Units") of the Company at a price of $0.50 per HD Unit and flow-through units (the "FT Units") at a price of $0.55 per FT Unit, in any combination, for aggregate gross proceeds of $8,000,000. The HD Units consist of one common share ("Common Share") and one half of one common share purchase warrant of the Company ("HD Warrant") with each whole HD Warrant exercisable into one Common Share at a price of $0.60 for a period of 24 months following the closing. The FT Units consist of one flow-through common share ("FT Common Share") and one half of one non-flow-through common share purchase warrant of the Company ("FT Warrant") with each whole FT Warrant exercisable into one Common Share at a price of $0.65 for a period of 24 months following the closing. The gross proceeds from the sale of the FT Units shall be used for Canadian Exploration Expenses and the net proceeds from the sale of the HD Units shall be used for general working capital purposes.

Closing of the offering is scheduled to occur on or about March 27, 2012. All securities issued will be subject to a four month hold period. The offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

These securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold in the United States or to, or for the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements. This release does not constitute an offer for sale of securities in the United States.

NOTE: The information in this release may contain forward-looking information under applicable securities laws. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied in the forward-looking information.

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