TSX-V:MXI   $0.20
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Apr 14, 2015
Private Placement
HALIFAX, NOVA SCOTIA -- (April 14, 2015) - Greg Isenor, President and CEO of Merrex Gold Inc., ("Merrex" or the "Company") (TSX Venture: MXI) announces:

The Offering

The Company is proceeding with a non-brokered private placement offering (the "Offering") of up to C$500,000 comprised of up to 3,333,333 units at a price of $0.15 per unit. Each unit will be comprised of one common share and one-half share purchase warrant, with each whole share purchase warrant exercisable until January 31, 2016 at an exercise price of $0.30 per Warrant Share.

Commentary

"There is no group more valued or more entitled to participate in this private placement at this particular point in our corporate development than our current shareholders. Some of you may be new shareholders who acquired shares on the strength of our Diakha gold discovery last year or perhaps more recently because of our acquisition of the Karita exploration authorization, but many of you have been shareholders and loyal supporters of Merrex for many years and we wanted you to be able to participate in this placement using the special Existing Shareholder Exemption" said Merrex president Greg Isenor. "This is a very exciting time for Merrex. At Diakha a promising gold discovery was made in 2014 and over 9,000 metres of RC and over 2,000 metres of DD confirmed significant gold mineralization. The 2015 infill and expansion drill program for Daikha was designed to enable completion of a maiden NI43-101 compliant resource estimate by year end. So far this year 80 RC holes (9,013 metres) were completed, diamond drilling is now underway and drilling will continue until the seasonal rains begin in July. Assays are pending so there will be a lot of drill results in the coming weeks and months. Merrex, after a lot of time and considerable effort, finally secured the authorization for exploration over the Karita permit in Guinea and a mapping and sampling program to delineate drill targets is planned for Q2. I encourage our shareholders and other interested investors go to our website www.merrexgold.com to review pertinent news releases and our most recent corporate presentation. Lastly, I urge our shareholders to seriously consider participating in this private placement. Please read the Offering details below and the specific subscription instructions in the section below titled 'How to Participate'."

About the Offering

The Offering will be conducted by the Company using a recently approved special exemption for existing shareholders (the "Existing Shareholder Exemption" as described in Multilateral CSA Notice 45-313 - Prospectus Exemption for Distributions to Existing Security Holders) as well as the 'accredited investor' and 'eligible investor' exemptions (National Instrument 45-106 - Prospectus and Registration Exemptions "NI 45- 106"), and other applicable exemptions available to the Company. The Existing Shareholder Exemption is available to shareholders residing in all Canadian provinces. Subscriptions may be accepted from shareholders outside of Canada with evidence there is a comparable or otherwise applicable exemption permitting the subscription in that jurisdiction.

The Offering is available to all shareholders of the Company as at April 13th, 2015 (the "Record Date") who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the record date should consult their profession advisors when completing their subscription form to ensure that they use the correct exemption.

There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber must: a) be a Merrex shareholder on the Record Date, b) be purchasing the Units as a principal, i.e. for their own account and not for any other party, and c) may not purchase more than $15,000 value of securities from Merrex in any twelve month period. There is one exception to the $15,000 subscription limit. In the event that a subscriber wants to purchase more than $15,000 value of securities then they may do provided they have first received 'suitability advice' from a registered investment dealer. In this case subscribers will be asked to confirm the registered investment dealer's identity and employer.

The Offering will remain open 4:30 PM (Atlantic Time zone) on April 30th, 2015 subject to earlier cut-off if the Offering is over-subscribed or in the event of a material change in the affairs of the Company. Subscriptions will be accepted by the Company on a 'first come, first served' basis. Therefore, if the Offering is over-subscribed it is possible that a shareholder's subscription may not be accepted by the Company even though it is received within the Offering period. Additionally, in the event of an imbalance of large subscriptions compared to smaller subscriptions management reserves the right in its discretion to reduce large subscriptions in favour of smaller shareholder subscriptions. A subscription will be deemed to be received by the Company when a completed subscription form together with payment of the subscription price has been received by the Company.

The Offering may be closed in one or more tranches as subscriptions are received. There is no minimum Offering amount.

All securities issued will be subject to a four (4) month hold period from the date of closing. The Offering is subject to the approval of the TSX Venture Exchange.

Commissions and/or finder's fees payable in shares of the Company may be paid in respect of this Offering.

Use of Proceeds

The net proceeds received from the Offering after payment of issue costs and finder's fees/commissions, if any, will be used for the following corporate purposes:
a) to pay third party trade payables of approximately $150,000,
b) to conduct a Phase I exploration program on the Company's newly acquire Karita exploration concession in Guinea having costs and related expenses of approximately $150,000, and
c) for general working capital purposes including general and administrative expenses approximately $200,000.

If the Offering is not fully subscribed then management of the Company will determine the allocation of net proceeds amongst the above corporate purposes in the best interests of the Company.

How to Participate in the Private Placement

To participate in this private placement shareholders and interested investors must complete the applicable subscription form and return the completed subscription form plus a cheque for the total purchase price payable to Merrex Gold Inc. to its offices at Suite #802, 1550 Bedford Highway, Bedford, Nova Scotia B4A 1E6.

Subscription forms are available for download from the Company's website www.merrexgold.com. See the heading 'News' on the home page and go to the drop down box '2015'.

As previously mentioned, subscriptions will be accepted on a 'first come, first served' basis as determined by when subscriptions actually arrive in the office so shareholders and interested investors are encouraged to return completed subscriptions promptly using commercial couriers or priority post.

Siribaya Gold Project, Mali

The Siribaya Gold Project is a jointly owned (50/50) Merrex-IAMGOLD advanced-stage gold exploration project in West Mali comprised of approximately 760 square kilometres of gold-prolific exploration permits and permit applications pending. Exploration of the Siribaya Gold Project is conducted under a joint management committee with IAMGOLD as the project operator. Expenditures to date on the Siribaya Project exceed $40 million.

The Siribaya Gold Project presently hosts a gold resource on the Siribaya main structure estimated at 303,900 ounces grading 2.34 g/t Indicated, and 301,400 ounces grading 2.17 g/t Inferred. The gold resource estimate (which does not include anything from the Diakha discovery zone) was prepared in accordance with CIM definitions as required by NI 43-101 and is at July 31, 2012 by ACA Howe International Limited.

The Diakha gold discovery is located in the western-most portion of the 760 km2 Siribaya exploration concessions approximately 10 kilometres south along strike of IAMGOLD's Boto gold discoveries (scoping study in progress) and approximately 20 kilometres south along strike from B2Gold's (formerly Papillon's) 5,000,000 ounce Fekola deposit (permitted for production).

Both the Siribaya and Diakha deposit areas are open to the north, south and at depth. Numerous other gold-anomalous target areas have been identified by geochemistry and require drilling.

Karita Gold Project, Guinea

In March 2015 Merrex was granted the Authorization for Exploration for the 100 km2 Karita permit area in Guinea. The Karita permit area is 100% owned by Merrex and hosts a significant piece of the Feloka-Boto-Diakha trend. It is contiguous south of IAMGOLD's Boto deposit and north of the Diakha discovery zone. Planning is underway for an immediate reconnaissance mapping and sampling survey of the Karita permit area to facilitate planning of a Phase 1 exploration program.

Together, the Siribaya Gold Project, Mali and Karita Gold project, Guinea total 860 km2.

Gregory P. Isenor, P. Geo., is the Qualified Person as defined under NI 43-101 who has reviewed and is responsible for the technical information presented in this news release.

Merrex is primarily a West African focused gold exploration company with experienced management, a solid exploration team, a prominent gold-producer as a JV partner and an expanding gold resource.

For further details about the Company's exploration activities or to view the most recent corporate presentation visit Merrex's website at www.merrexgold.com. To be added to Merrex's email contact list please email your request to [email protected]

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
[email protected]

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 news release.
 
 

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