NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Vancouver, British Columbia – July 13, 2015 – Callinex Mines Inc. (the “Company” or “Callinex”) (TSX-V: CNX; OTCQX: CLLXF) is pleased to announce that it intends to complete a non-brokered private placement (the “Offering”) to raise up to $3.0 million. It is anticipated that Resource Capital Funds (“RCF”) will acquire the majority of the shares being issued and will become the largest single shareholder of Callinex.
Max Porterfield, President and CEO, stated, “We are excited to welcome the leading mining-focused private equity firm as a major shareholder of Callinex. Resource Capital Funds, which manages over US $2.5 billion in assets, is a patient long-term investor that actively partners with companies to build strong, successful and sustainable businesses. We believe RCF’s strategic investment in Callinex provides a major competitive advantage that will be instrumental for increasing shareholder value.”
Additionally, Mr. Porterfield continued, “Callinex is also utilizing the new existing security holder exemption to provide all current shareholders an opportunity to participate in the financing at the same terms as RCF and the Company’s insiders. These funds will be invaluable to the Company as we advance our strategy to identify economically significant VMS deposits in the Flin Flon area of Manitoba.”
The Offering will issue up to 5,000,000 flow-through shares at a price per share of $0.30 for gross proceeds of $1,500,000. The Offering will also issue up to 5,000,000 non-flow through units at a price per unit of $0.30 for gross proceeds of $1,500,000.
Each non-flow through unit will consist of one (1) non-flow through common share and one-half of one share purchase warrant (each whole warrant a “Warrant”). Each Warrant will entitle the holder to acquire one non-flow through common share at a price of $0.45 for a period of two years from the date of issue. The Company will have the right to accelerate the expiry date of the Warrants if, at any time, the volume weighted average price exceeds $0.60 over any 15 day trading period. In the event of acceleration, the expiry date will be accelerated to a date that is 20 days after the Company issues a news release announcing that it has elected to exercise this acceleration right.
The proceeds from the Offering is anticipated to be used towards ongoing exploration for copper-zinc rich VMS deposits in the Flin Flon Greenstone Belt and for general working capital purposes.
How to Participate in the Offering
To participate in the Offering qualifying shareholders, and accredited investors, must complete the applicable subscription form and return the completed subscription form along with a certified cheque or bank draft for the total purchase price payable to Callinex Mines Inc. at 1110-555 West Hastings St, Vancouver, B. C. V6B 4N4. A subscription agreement may be obtained by contacting the Company directly at 604-605-0885 or by emailing firstname.lastname@example.org.
Participation is subject to available space and is at the discretion of the Company. Shareholders and interested investors are encouraged to return completed subscriptions promptly using commercial couriers or priority post. For additional information please contact the Company directly at 604-605-0885.
About the Offering
The Offering will be completed to “accredited investors” pursuant to National Instrument 45-106 – Prospectus and Registration Exemptions (“NI 45-106”) and to existing security holders pursuant to BC Instrument 45-534 – Exemption from prospectus requirement from certain trades to existing security holders (“BCI 45-534”). The Offering of securities pursuant to 45-534 is being made to existing security holders who held shares of the Company on Friday July 10th (the “Record Date”).
Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their profession advisors when completing their subscription form to ensure that they use the correct exemption.
The Offering will remain open until 4:00 PM (Pacific Time zone) on July 27, 2015. Participation in the Offering is subject to the sole discretion of the Company. A subscription will be deemed to be received when a completed subscription form together with payment of the subscription price has been received by the Company.
All securities issued will be subject to a four month hold period from the date of closing. The Offering is subject to the approval of the TSX Venture Exchange.
The Offering has no minimum amount of capital to raise and has a maximum of $3.0 million. In the event that the Company receives subscriptions above $3.0M, the Company will adjust the subscriptions received on a pro-rata basis.
The Company may pay finder’s fees equal to 7% of gross proceeds; however, the majority of proceeds will not have any finder’s fees owed.
Use of Proceeds
The net proceeds received from the Offering after payment of issue costs and finder’s fees/commissions, if any, will be used for the following corporate purposes:
- Exploration activities in the Flin Flon Greenstone Belt totaling approximately $2.0 million
- General working capital purposes including general and administrative expenses totaling approximately $1.0 million
If the Offering is not fully subscribed then management of the Company will determine the allocation of net proceeds amongst the above corporate purposes in the best interests of the Company.
The securities offered pursuant to the Offering have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any United States state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Resource Capital Funds
Resource Capital Funds is a mining-focused private equity firm that works closely with its portfolio companies to build strong, successful and sustainable businesses that produce superior returns to all shareholders. Since inception, RCF has supported approximately 135 mining companies (and several mining-services companies) involving projects located in 44 countries and relating to 29 commodities.
About Callinex Mines Inc.
Callinex Mines Inc., a Canadian mineral exploration company, is focused on discovering the next copper-zinc rich VMS mine within Manitoba’s prolific Flin Flon mining district. The Company’s flagship projects are the Flin Flon and Pine Bay projects which host significant historic VMS deposits rand are within close proximity to a processing facility. The Flin Flon district has yielded more than 145 million tonnes of production from 32 mines.
For additional information, please contact:
Callinex Mines Inc.
Max Porterfield, President and Chief Executive Officer
Phone: (604) 605-0885
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 this release.
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to future expenditures. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the ability to complete contemplated work programs, the timing and amount of expenditures and completion of any or all of the proposed Offering. Callinex does not assume the obligation to update any forward-looking statement.