Received by email:
File: News Release - TXX and EBRD Jan 26 2015.docx
Tirex Resources Reaches Agreement with European Bank for Reconstruction and Development (EBRD) to Extend Maturity Date
---> of Convertible Loans
Tirex Resources Ltd. ("Tirex" or the "Company") is pleased to announce that the European Bank for Reconstruction and D
--->evelopment ("EBRD") has agreed, pursuant to an amendment agreement and subject to satisfaction of certain conditions,
--->to extend the maturity date of its EUR 6,000,000 convertible loans to February 26, 2016. The loan bears interest at t
--->he European Union Interbank Offered Rate (EURIBOR) rate plus 1.5% . (As a point of reference, EURIBOR is currently les
--->s than 0.50%).
The European Bank for Reconstruction and Development fosters transition to market economies in countries from central
--->and eastern Europe to central Asia and the southern and eastern Mediterranean. Since the EBRD's establishment in 1991,
---> the bank has grown to be the largest financial investor in their region of operations. The EBRD is owned by 64 countr
--->ies, the European Union and the European Investment Bank. The EBRD's very strong capital position, prudent financial m
--->anagement, ample liquidity and strong shareholder support underpin the EBRD's AAA/Aaa/AAA (stable) credit rating.
The EBRD is one of the most active financiers of the private sector in Albania. Its main areas of focus are supporting
---> small production enterprises, supporting the financial sector, developing natural resources and improving infrastruct
--->ure. The Bank is also engaged in policy dialogue with the Albanian government, with the potential to invest in key pub
--->lic sector projects, along with the implementation of numerous donor-funded projects in the country.
Tirex has called an extraordinary general meeting of its shareholders to ratify the amendment agreement, to approve th
--->e issuance to EBRD of 4,000,000 bonus shares as consideration for the extension, and to approve any potential control
--->position which may result upon EBRD's exercise of its conversion rights under the convertible loan agreement with the
--->Company. Meeting materials are posted on the Company's website and available on SEDAR.
Pursuant to the convertible loan agreement, the EBRD (with an address of One Exchange Square, London, EC2A 2JN, Unted
--->Kingdom) has the right (conditional upon satisfaction of the conditions set out therein) to convert the outstanding lo
--->an including accrued interest into common shares of the Company at a conversion price of C$0.45 per common share, as a
---> result of which, as of January 13, 2015, it would hold up to approximately 21,306,446 common shares of the Company, w
--->hich, together with the 4,000,000 bonus shares it is entitled to receive pursuant to the amendment agreement, would re
--->present 21.01% of the issued and outstanding common shares of the Company (based on there being 95,130,790 common shar
--->es of the Company in issue). As at today's date, the EBRD has not converted any part of the loan and owns no common
--->shares in the capital of the Company. No other persons currently act jointly or in concert with the EBRD.
The EBRD is acquiring the securities for investment purposes. Depending on market conditions and other factors, the E
--->BRD may from time to time acquire and/or dispose of securities of the Company or continue to hold its current position
--->. A copy of the early warning report required to be filed with the applicable securities commissions in connection wit
--->h the extension of the convertible loan and issuance of the bonus shares will be available on SEDAR at www.sedar.com a
--->nd can be obtained by contacting Viktoria Melohina at +44 20 7338 8467. Certain portions of this press release are bei
--->ng issued pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Repo
--->rting Issues.
On Behalf of Management,
Bryan Slusarchuk,
CEO
Tirex Resources Ltd.
700 - 510 West Hastings Street
Vancouver, B.C., Canada V6B 1L8
Tel. 604-687-7160 Fax. 604-608-9110 Email: info@TirexResources.com
Website: www.TirexResources.com
Forward-Looking Statements. This Tirex News Release may contain certain "forward-looking" statements and information r
--->elating to Tirex. Such statements include but are not limited to statements about the Agreement, Licenses, the product
--->ion arrangements and the timing of the mine development, and production. Often forward-looking statements or informati
--->on include words such as "plans", expects", "intends", "anticipates", "estimates" "forecasts", or variations of such w
--->ords and phrases or statements that certain actions, events or results "may", "could", "would", "might" or will be tak
--->en occur or be achieved. Although forward-looking statements and information contained in this release are based on th
--->e beliefs of Tirex management, which we consider to be reasonable, as well as assumptions made by and information curr
--->ently available to Tirex management, there is no assurance that the forward-looking statement or information will prov
--->e to be accurate. The forward-looking statements and information contained in this release are subject to current risk
--->s, uncertainties and assumptions related to certain factors including, without limitations, obtaining all necessary ap
--->provals, feasibility of mine and plant development, exploration and development risks, expenditure and financing requi
--->rements, title matters, operating hazards, metal prices, political and economic factors, competitive factors, general
--->economic conditions, relationships with vendors and strategic partners, governmental regulation and supervision, seaso
--->nality, technological change, industry practices, and one-time events as well as risks, uncertainties and other factor
--->s discussed in our quarterly and annual and interim management's discussion and analysis. Should any one or more of th
--->ese risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect, actual results
---> and forward-looking statements and information may vary materially from those described herein. Accordingly, readers
--->should not place undue reliance on forward-looking statements and information contained in this release. We undertake
--->no obligation to update forward-looking statements or information except as required by law.
"Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of th
--->e TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release."
File: News Release - TXX and EBRD Jan 26 2015.pdf
700�510 West Hastings St. Tel: 604-687-7160 www.tirexresources.com
Vancouver B.C. info@tirexresources.com
Canada V6B 1L8 TXX: TSX-V
January 26, 2015 - NR 2-2015
Tirex Resources Reaches Agreement with European Bank for Reconstruction and Development (EBRD) to
Extend Maturity Date of Convertible Loans
Tirex Resources Ltd. ("Tirex" or the "Company") is pleased to announce that the European Bank for
Reconstruction and Development ("EBRD") has agreed, pursuant to an amendment agreement and subject to
satisfaction of certain conditions, to extend the maturity date of its EUR 6,000,000 convertible loans to
February 26, 2016. The loan bears interest at the European Union Interbank Offered Rate (EURIBOR) rate
plus 1.5% . (As a point of reference, EURIBOR is currently less than 0.50%).
The European Bank for Reconstruction and Development fosters transition to market economies in countries
from central and eastern Europe to central Asia and the southern and eastern Mediterranean. Since the
EBRD's establishment in 1991, the bank has grown to be the largest financial investor in their region of
operations. The EBRD is owned by 64 countries, the European Union and the European Investment Bank.
The EBRD's very strong capital position, prudent financial management, ample liquidity and strong
shareholder support underpin the EBRD's AAA/Aaa/AAA (stable) credit rating.
The EBRD is one of the most active financiers of the private sector in Albania. Its main areas of focus are
supporting small production enterprises, supporting the financial sector, developing natural resources and
improving infrastructure. The Bank is also engaged in policy dialogue with the Albanian government, with
the potential to invest in key public sector projects, along with the implementation of numerous donor-
funded projects in the country.
Tirex has called an extraordinary general meeting of its shareholders to ratify the amendment agreement, to
approve the issuance to EBRD of 4,000,000 bonus shares as consideration for the extension, and to approve
any potential control position which may result upon EBRD's exercise of its conversion rights under the
convertible loan agreement with the Company. Meeting materials are posted on the Company's website and
available on SEDAR.
Pursuant to the convertible loan agreement, the EBRD (with an address of One Exchange Square, London,
EC2A 2JN, Unted Kingdom) has the right (conditional upon satisfaction of the conditions set out therein) to
convert the outstanding loan including accrued interest into common shares of the Company at a conversion
price of C$0.45 per common share, as a result of which, as of January 13, 2015, it would hold up to
approximately 21,306,446 common shares of the Company, which, together with the 4,000,000 bonus shares
it is entitled to receive pursuant to the amendment agreement, would represent 21.01% of the issued and
outstanding common shares of the Company (based on there being 95,130,790 common shares of the
Company in issue). As at today's date, the EBRD has not converted any part of the loan and owns no
common shares in the capital of the Company. No other persons currently act jointly or in concert with the
EBRD.
The EBRD is acquiring the securities for investment purposes. Depending on market conditions and other
factors, the EBRD may from time to time acquire and/or dispose of securities of the Company or continue to
hold its current position. A copy of the early warning report required to be filed with the applicable securities
commissions in connection with the extension of the convertible loan and issuance of the bonus shares will
be available on SEDAR at www.sedar.com and can be obtained by contacting Viktoria Melohina at +44 20
7338 8467. Certain portions of this press release are being issued pursuant to National Instrument 62-103 �
The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
On Behalf of Management,
Bryan Slusarchuk,
CEO
Tirex Resources Ltd.
700 � 510 West Hastings Street
Vancouver, B.C., Canada V6B 1L8
Tel. 604-687-7160 Fax. 604-608-9110 Email: info@TirexResources.com
Website: www.TirexResources.com
Forward-Looking Statements. This Tirex News Release may contain certain "forward-looking" statements and
information relating to Tirex. Such statements include but are not limited to statements about the Agreement, Licenses
--->,
the production arrangements and the timing of the mine development, and production. Often forward-looking
statements or information include words such as "plans", expects", "intends", "anticipates", "estimates" "forecasts",
--->or
variations of such words and phrases or statements that certain actions, events or results "may", "could", "would",
"might" or will be taken occur or be achieved. Although forward-looking statements and information contained in this
release are based on the beliefs of Tirex management, which we consider to be reasonable, as well as assumptions made
by and information currently available to Tirex management, there is no assurance that the forward-looking statement o
--->r
information will prove to be accurate. The forward-looking statements and information contained in this release are
subject to current risks, uncertainties and assumptions related to certain factors including, without limitations, obt
--->aining
all necessary approvals, feasibility of mine and plant development, exploration and development risks, expenditure and
financing requirements, title matters, operating hazards, metal prices, political and economic factors, competitive
factors, general economic conditions, relationships with vendors and strategic partners, governmental regulation and
supervision, seasonality, technological change, industry practices, and one-time events as well as risks, uncertaintie
--->s and
other factors discussed in our quarterly and annual and interim management's discussion and analysis. Should any one
or more of these risks or uncertainties materialize or change, or should any underlying assumptions prove incorrect,
actual results and forward-looking statements and information may vary materially from those described herein.
Accordingly, readers should not place undue reliance on forward-looking statements and information contained in this
release. We undertake no obligation to update forward-looking statements or information except as required by law.
"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 news release."
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