QUEBEC CITY, QUEBEC--(Marketwired - Nov 21, 2013) - Robex Resources Inc. ("Robex" or the "Company") (TSX VENTURE:RBX)(FRANKFURT:RB4) is pleased to announce that it has completed $11,940,000 of unsecured convertible debentures and a private placement of $1,000,000 in common shares. A second closing for $60,000 of debentures is expected to be completed next week as a result of delay in transfer of funds for a total of $12 Million.
The debentures have been offered at par at a price of $1,000 per debenture, will mature in three years from the date of their issuance and will bear interest at a rate of 10% per annum. The debentures are convertible at the holder's option into common shares of Robex at a conversion price of $0.15 per Common Share being a ratio of 6,666 common shares per $1,000 principal amount of debentures. The debentures issued will be subject to a hold period, which will expire four months plus one day from the date of closing.
Insiders subscribed an aggregate of $10,195,000 principal amount of unsecured convertible debentures (the "Insiders' Participation"). In connection with the Insiders' Participation, the Company relied on available valuation and shareholder approval exemptions contained in Regulation 61-101 respecting Protection of Minority Holders in Special Transactions ("Regulation 61-101") as a result of the value of the Insiders' Participation in relation to the market capitalization of the Company which does not exceed 25% . The Company is relying also on exemptions based on sections 5.5(g) and 5.7(e) of the Regulation 61-101. The private placement of debentures with insiders has been approved by independent directors. The Company did not file a material change report at least 21 days prior to the completion of the private placement since the Insiders' Participation was not determined at that moment.
Robex has also completed today a non-brokered private placement consisting of 6,666,667 common shares of Robex for proceeds of $ 1,000,000 at a share price of $0.15. These shares issued will be subject to a hold period, which will expire four months plus one day from the date of closing. "These additional funds will support our exploration programs on our permits" quoted Georges Cohen CEO of Robex.
The TSX Venture has conditionally approved the private placements.
The funds received from the debenture will be used to complete the construction of the Nampala project, which should start with a capacity of 2,500 tonnes per day in the first quarter of 2014.
"The start of Nampala at a capacity of 2500 tons per day will allow us to quickly consider expansion to 4000 tonnes per day in the second half of 2014, from the funds generated by the production" said George Cohen, CEO of Robex. "The response of the shareholders attending the debenture has been extremely positive and we recognize their commitment to the project and toward the Cohen Group" he added.
Augustin Rousselet
Chief Financial Officer Acting
The TSX Venture Exchange or its Regulation Services Provider (as defined in the policies of the TSX Venture Exchange) accepts no liability for the authenticity or accuracy of this release.
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 Inc.'s ("Robex") 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, unfavorable 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.
