Not for distribution to United States newswire services or for dissemination in the United States
MONTREAL, Québec (March 16, 2017) – Argex Titanium (TSX: RGX) (“Argex”) is pleased to announce that it has held a second closing of its previously-announced private placement at which it issued an aggregate of 3,929,037 units to arm’s-length “accredited investors” at a price of $0.054 per unit, for gross proceeds to Argex of $212,168. Argex has now issued a total of 32,722,237 units in the private placement for aggregate gross proceeds of $1,767,000. Each of the units is comprised of one common share and one-quarter of a common share purchase warrant; each full warrant entitles its holder to acquire one additional Argex common share at a price of $0.12 for a period of 18 months. In the event that the closing price of Argex’s common shares on the Toronto Stock Exchange is at least $0.15 for a period of not less than 20 consecutive trading days, the warrants will expire, at the sole discretion of Argex, on the 30th day after the date on which Argex sends a notice in prescribed form to the holders of the warrants. The securities issued at the second closing are subject to a four-month “hold period” under applicable securities regulations.
Argex will use the net proceeds from the private placement to complete detailed engineering for its titanium dioxide project, to compile data for a bankable report, and for working capital.
At the second closing, Argex also issued an aggregate of 138,900 “broker warrants” to a securities dealer, representing an amount equal to 6% of the number of units sold through such dealer. Each of the “broker warrants” entitles the holder to purchase one additional unit, comprised of one common share and one-quarter of a common share purchase warrant, at a price of $0.07 for a period of 18 months.
Argex expects to hold additional closings of the private placement, subject to an aggregate maximum of $4 million (74,074,074 units). Any additional closing will be subject to shareholder approval under the policies of the Toronto Stock Exchange. In that regard, Argex has called a special meeting of shareholders, to be held in Montreal, Québec in April 2017, and expects to distribute a management information circular to shareholders shortly.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, and these securities will not be offered or sold in any jurisdiction in which their offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws of the United States. Accordingly, these securities will not be offered or sold to persons within the United States unless an exemption from the registration requirements of the 1933 Act and applicable state securities laws is available.
About Argex Titanium
Argex Titanium Inc. has developed an advanced chemical process for the volume production of high-grade titanium dioxide (TiO2) for use in high-quality paint, plastics, cosmetics and other applications. The Corporation’s unique proprietary process takes relatively inexpensive and plentiful source material from a variety of potential vendors, and produces TiO2 along with other valuable by-products. Argex’s process provides a significant cost and environmental advantage over current legacy TiO2 production methods.
Chief Financial Officer
Argex Titanium Inc.
This news release contains statements that may constitute “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian securities legislation. Forward-looking information and statements may include, among others, statements regarding future plans, costs, objectives or performance of Argex, or the assumptions underlying any of the foregoing. In this news release, words such as “may”, “would”, “could”, “will”, “likely”, “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate” “target” and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, or if any of them do so, what benefits Argex will derive. Forward-looking statements and information are based on information available at the time and/or management’s good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Argex’s control. These risks, uncertainties and assumptions include, but are not limited to, those described under “Risk Factors” in Argex’s Annual Information Form for the fiscal year ended December 31, 2015, which is available on SEDAR at www.sedar.com; they could cause actual events or results to differ materially from those projected in any forward-looking statements. Argex does not intend, nor does Argex undertake any obligation, to update or revise any forward-looking information or statements contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.