00:11:11 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Oremex Resources Inc
Symbol ORM
Shares Issued 82,244,597
Close 2011-07-20 C$ 0.265
Market Cap C$ 21,794,818
Recent Sedar Documents

Black Birch I receives conditional OK for proposed QT

2011-07-21 12:26 ET - News Release

See News Release (C-BBC) Black Birch Capital Acquisition I Corp

Mr. Paul Haber of Black Birch reports

BLACK BIRCH CAPITAL RECEIVES CONDITIONAL APPROVAL FOR THE PROPOSED QUALIFYING TRANSACTION AND FILES FILING STATEMENT

Black Birch Capital Acquisition I Corp. received conditional approval from the TSX Venture Exchange on July 20, 2011, of its qualifying transaction with 7678576 Canada Inc. (Oremex Gold) originally announced by news releases dated March 4, 2011, March 22, 2011, April 25, 2011, and May 13, 2011. Final approval of the exchange is subject to Black Birch fulfilling all of the requirements of the exchange on or before Oct. 18, 2011. Black Birch and Oremex Gold plan to close the qualifying transaction on July 26, 2011, in accordance with Policy 2.4 of the exchange.

In connection with the qualifying transaction, Black Birch has now filed on SEDAR the filing statement of Black Birch dated July 20, 2011, which contains full disclosure regarding the qualifying transaction and the business of Oremex Gold. Shareholders should read the filing statement prior to the closing of the qualifying transaction. Shareholders can access a copy of the filing statement through Black Birch's profile on SEDAR.

In connection with the qualifying transaction, Oremex Gold completed a private placement of 17,424,000 subscription receipts at a price of 25 cents per subscription receipt for gross proceeds of $4,356,000 (the escrow proceeds). Each subscription receipt is exercisable, without any further action or payment of additional consideration and upon the satisfaction of certain escrow conditions, into a unit. Each unit will comprise one common share in the capital of Oremex Gold and one-half of one common share purchase warrant. Each whole warrant is exercisable into one Oremex Gold common share at an exercise price of 35 cents per share for a period of three years following the closing of the qualifying transaction. In connection with the private placement of subscription receipts, Oremex Gold has entered into agreements with arm's-length finders pursuant to which the finders will receive from Oremex Gold a fee equal to 7 per cent of the gross proceeds from the subscriptions of the individuals introduced to Oremex Gold by the finder. In addition, Oremex Gold will issue to a finder a broker warrant equal to 7 per cent of the total number of subscription receipts purchased by the individuals introduced to Oremex Gold by the finder. Each broker warrant is exercisable into one Oremex Gold common share at a price of 25 cents per share for a period of two years following the closing of the qualifying transaction. On the satisfaction of the escrow release conditions, the following fees will be paid to the finders: (i) a cash fee equal to $286,510; and (ii) non-assignable broker warrants to purchase a total of 286,510 Oremex Gold common shares. Pursuant to an amalgamation agreement dated April 21, 2011, whereby Oremex Gold will amalgamate with 7834845 Canada Inc., a wholly owned subsidiary of Black Birch, the units, warrants and broker warrants will be exchanged for and replaced by common shares, warrants and broker warrants in the capital of Black Birch.

Pursuant to the terms of a share exchange agreement dated April 21, 2011, Black Birch has agreed to acquire all of the issued and outstanding preference shares in the capital of Oremex Gold for total consideration of $3.75-million. In accordance with the terms of the share exchange agreement, upon satisfaction of the escrow release conditions and immediately prior to the amalgamation, the preference shares will be exchanged for: (i) 14 million common shares in the capital of Black Birch at a deemed price of 25 cents per common share; (ii) two million common share purchase warrants; and (iii) a promissory note in the principal amount of $250,000 in favour of Oremex Resources to be paid in equal instalments of $125,000 on each of the first and second anniversaries of the closing of the qualifying transaction. Each preference warrant is exercisable into one common share in the capital of Black Birch at an exercise price of 50 cents for a period of two years following the closing of the qualifying transaction.

We seek Safe Harbor.

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