Mar 25, 2011
Merrex Gold Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
HALIFAX, NOVA SCOTIA - Gregory Isenor, P.Geo., President and CEO of Merrex Gold Inc. ("Merrex") (TSX Venture: MXI) is pleased to announce:
Merrex has entered into an agreement with Casimir Capital LP (the "Agent") as lead agent and sole book runner in respect of a brokered private placement financing consisting of up to 20,000,000 units (the "Units") at a purchase price of C$0.50 per Unit (the "Issue Price") for aggregate gross proceeds to Merrex of up to C$10,000,000 (the "Offering"). Each Unit will consist of one common share in the capital of Merrex (a "Common Share") and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.75 for a period of 18 months from the closing of the Offering. The syndicate of agents for the Offering includes Raymond James Ltd.
Merrex has also granted the Agent an over-allotment option exercisable by written notice delivered by the Agent at any time prior to the closing date, to sell up to an additional C$1,500,000 of Units at the Issue Price.
Merrex intends to use the net proceeds of the Offering primarily for exploration work on its property located in West Mali and for working capital purposes.
The Units will be offered in Canada by way of private placement exemptions and in such other jurisdiction or jurisdictions as Merrex and the Agent may agree in accordance with applicable law.
The Offering is expected to close on March 31, 2011 and is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange. All securities issued in connection with the Offering will be subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.
The Company has agreed to pay the Agent a cash commission equal to 7% of the gross proceeds of the Offering and to issue broker warrants (the "Agent's Warrants") equal to 7% of the aggregate number of Units sold pursuant to the Offering. Each Agent's Warrant will entitle the holder thereof to acquire one Common Share at a price of C$0.75 for a period of 18 months from the closing of the Offering.
This press release is not an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction. The securities have not been, nor will they be, registered under the U.S. Securities Act and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from the registration requirements.
About the Siribaya Gold Project
The 848 km2 Siribaya Gold Project in West Mali is Merrex's flagship property. The Siribaya Gold Project is being explored in conjunction with Merrex's 50% earn-in partner IAMGOLD Corporation. The 2011 exploration program within the Siribaya structures include 17,000 metres of RC drilling to further extend the explored strike length of the Siribaya trends from three to six kilometres, and 10,000 metres of diamond drilling to increase the present NI 43-101 resource.
Outside of the Siribaya structures new mineralized trends have been discovered; Siribaya West which lies to the west of the Bambadinka trend, and the Babara trends which lie to the east of Siribaya on the Babara and Kofia permits. These trends will be further tested during the 2011 field season.
Merrex is a Mali focused gold exploration company with experienced management, a solid exploration team, a prominent gold-producer as a partner and an expanding gold resource; a winning combination offering investors an extraordinary opportunity.
Please visit our website at www.merrexgold.com for the most recent corporate presentation.
On Behalf of the Board
Gregory Isenor, P.Geo.
President & CEO
Merrex Gold Inc.
1550 Bedford Highway
Suite 802, Sun Tower
Bedford, NS B4A 1E6
Tel.: (902) 832-5555
Fax: (902) 832-2223
This press release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address future exploration drilling, exploration activities and events or developments that the Company expects, are forward looking statements. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions.
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 release.
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