Sphinx Resources Ltd.

Sphinx Resources Ltd.

December 22, 2014 09:00 ET

Sphinx Resources Closes a $879,548 Non-Brokered Private Placement

MONTRÉAL, QUÉBEC--(Marketwired - Dec. 22, 2014) - Sphinx Resources Ltd. ("Sphinx" or the "Corporation") (TSX VENTURE:SFX) announces that it has closed on December 19, 2014, a private placement totalling $879,548.

Pursuant to the financing, the Corporation issued a total of 5,996,523 "flow-through shares" (the "FT Shares") at a price of C$0.13 per FT Shares and 1,250,000 units at price of $0.08 per unit. Each unit is comprised of one common share and one-half of a common share purchase warrant. Each whole common share purchase warrant will entitle the holder to purchase one common share of Sphinx at a price of $0.11 until December 19, 2016. The securities issued in the private placement are subject to a four-month hold period expiring April 20, 2014. As a result of the private placement, there are 36,294,859 common shares of Sphinx issued and outstanding. The Company will pay to certain finders, including Secutor Capital Management Corp, a finder's fee totalling $52,900 and will issue 406,922 finders share purchase warrants.

The Corporation further announces the participation of a portfolio managed by Marquest Asset Management Inc. ("Marquest") in this offering. This portfolio has subscribed for 5,384,600 FT Shares resulting in Marquest exercising control over 5,384,600 common shares, or 14.84% of the currently outstanding common shares. Marquest and the portfolios it manages hold these securities for investment purposes and evaluates the investment in Sphinx on a continuing basis, as such, these holdings may increase or decrease in the future. The address of Marquest for the purposes of National Instrument 62-103 is 161 Bay Street, Suite 4420, PO Box 204, Toronto, Ontario M5J 2S1.

Management and one director of the Corporation subscribed an amount of $25,800 to the FT Shares financing.

As part of the financing, Sodémex II, a limited partnership and subsidiary of the Caisse de dépôt et de placement du Québec subscribed for 1,250,000 units for gross proceeds of $100,000.

The net proceeds will be used to advance the Corporation's exploration projects and other exploration projects that are in discussions with potential partners in Québec as well as for general corporate purposes.

Repayment of loan to Quebec Lenders

Recently, the Corporation received the 2013 refundable credits on mining duties from the Quebec Ministry of Energy and Natural Resources and it used this amount to reimburse $730,000 of the loan to the Quebec lenders. The outstanding balance of the loan is now $160,000.

This press release was prepared by Normand Champigny, President and Chief Executive Officer of Sphinx.

About Sphinx

Sphinx is an exploration company focused on the development of mineral exploration projects in Quebec and on executing a roll-up strategy. The Corporation is committed to a leading standard of practice with respect to health, safety, community relations and environmental management.

Neither 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 this release.

This press release may contain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to vary materially from targeted results. Such risks and uncertainties include those described in Sphinx's periodic reports including the annual report or in the filings made by Donner from time to time with securities regulatory authorities.

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