Mr. Dale Ginn of SGX reports
SGX RESOURCES INC. ANNOUNCES TERM SHEET WITH OBAN MINING CORPORATION
SGX Resources Inc. has entered into a non-binding private placement term sheet with Oban Mining Corp.
The term sheet provides for Oban to acquire up to an aggregate of $135,000 of convertible debentures of SGX. The debentures shall be due one year from the date of issue and are repayable in cash or, at the option of Oban, common shares in the capital of SGX  at a rate of one common share for each one cent in face value of debentures. The debentures shall bear interest at 8 per cent per annum, which shall accrue from the date of issue and which may be repaid at maturity in cash or, at the option of Oban, in common shares as described above. It is agreed that Oban will be restricted to acquiring a maximum of 9.9 per cent of the outstanding common shares of SGX pursuant to the terms of the debentures. The debentures, and any common shares issued pursuant to the terms of the debentures, will be subject to a four-month hold period in accordance with applicable securities laws.
In addition, the term sheet provides for the following:
-  As long as Oban holds any debentures or holds common shares equal to at
    least 9 per cent of the issued and outstanding common shares on a non-diluted
    basis, Oban will have the right to participate in future equity
    financings by SGX on a pro rata basis to its non-diluted shareholding at
    the applicable time. 
    
-   As long as Oban holds any debentures or holds common shares equal to at
    least 9 per cent of the issued and outstanding common shares on a non-diluted
    basis, Oban will be entitled to nominate one director to the board of
    directors of SGX.
-   Oban will have a one-time option, should SGX seek financing in debt or
    equity markets following the closing of the private placement of the
    debentures to Oban, to provide first financing to SGX equal to $2-million in exchange for the granting by SGX of a 2.0-per-cent net-smelter
    royalty over the Timmins South (Edleston) property of SGX. 
    
-   Oban will have a one-time right, exercisable at any time within three
    years of the closing of the private placement of debentures to Oban, to
    acquire a 30-per-cent interest in the Timmins South (Edleston) property of SGX
    in exchange for a cash payment of $300,000 to SGX on terms otherwise
    typical for such a transaction. SGX will have the option to buy back the
    30-per-cent interest for $3-million for a term of three years following the exercise
    of this right.
The closing of the private placement of the debentures to Oban by SGX is subject to standard closing conditions in a transaction of this nature, including completion of due diligence on SGX by Oban; approval of the boards of directors of SGX and Oban; and receipt of all necessary regulatory approvals, including that of the TSX Venture Exchange.
The Edleston gold deposit is located 60 kilometres to the south of Timmins between the Cote Lake deposit and the Young Davidson mine and was discovered by SGX in late 2011. The company's intent is to extend the known limits of the deposit and to more broadly explore the South property land package based on geological signatures and patterns that the company has identified while discovering and expanding on the Edleston deposit. SGX also owns 50 per cent of the Tully gold deposit and land package, located 10 kilometres to the north of Timmins, as well as other significant properties in and to the west of Timmins, Ont.
A copy of this news release will be made available on the company's website and will be filed with SEDAR.
We seek Safe Harbor.
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