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Enter Symbol
or Name
USA
CA



Argex Titanium Inc
Symbol RGX
Shares Issued 134,720,667
Close 2014-06-27 C$ 0.82
Market Cap C$ 110,470,947
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Argex Titanium closes $7.5-million debenture placement

2014-06-30 14:11 ET - News Release

Mr. Roy Bonnell reports

ARGEX CLOSES BROKERED PRIVATE PLACEMENT OF CONVERTIBLE DEBENTURES

Argex Titanium Inc. has closed a brokered private placement of unsecured convertible debentures of the corporation for gross proceeds of $7.5-million. Euro Pacific Canada Inc. acted as the lead agent and sole bookrunner for the private placement.

Roy Bonnell, president and chief executive officer of Argex, commented: "I am very pleased that we were able to close this private placement quickly and efficiently. The funds raised in this financing will propel the corporation to the next level. Of significance, a majority of Argex board members participated in this private placement and we are highly encouraged by the support of our largest shareholder who invested $2-million."

The rate of interest on the debentures is 8 per cent per annum. Interest on the debentures shall be paid quarterly in arrears from Sept. 30, 2014, and thereafter at the end of each quarter and on the maturity date, which is June 30, 2019.

The debentures are convertible into common shares of the corporation until the maturity date at the option of the debentureholder at a conversion price of $1.14 per common share; this represents a conversion rate of approximately 877 common shares per $1,000 principal amount of debentures. The corporation will use its best efforts to list the debentures on the Toronto Stock Exchange after expiration of the four-month hold period on Oct. 31, 2014.

In connection with this private placement of debentures, the corporation paid the agent a cash commission of $243,250. No warrants or broker warrants were issued in connection with this private placement. The net proceeds of the private placement will be used for the due diligence costs associated with the corporation's financing of its first industrial-sized commercial production facility to be located in Valleyfield, Que., and for general working capital purposes.

As previously announced on June 18, 2014, certain insiders of the corporation participated in the private placement and subscribed for an aggregate principal amount of $2.08-million of debentures. Participation of insiders of the corporation in the private placement constitutes a related-party transaction as defined under Multilateral Instrument 61-101 -- protection of minority securityholders in special transactions (Regulation 61-101 respecting protection of minority securityholders in special transactions in Quebec). The private placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as neither the fair market value of securities being issued to insiders nor the consideration being paid by insiders will exceed 25 per cent of the corporation's market capitalization. The corporation did not file a material change report 21 days prior to the closing of the private placement as the details of the participation of insiders of the corporation had not been confirmed at that time.

We seek Safe Harbor.

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