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Advanced Explorations Inc. Completes $5,000,000 Private Placement
By: Marketwired .
Nov. 2, 2012 09:05 PM
TORONTO, ONTARIO -- (Marketwire) -- 11/03/12 -- Advanced Explorations Inc. (TSX VENTURE:AXI)(FRANKFURT:AE6)(the "Company") announced today that it has completed its previously announced $5,000,000 convertible debenture private placement with XinXing Ductile Iron Pipes Co. Ltd. ("XDIP"). In connection with the Framework Agreement entered into between the Company and XDIP, as described in the Company's August 21, 2012 press release, the Company has issued to XDIP a $5,000,000 principal amount convertible debenture (the "Debenture"). The Debenture is non-interest bearing and matures on November 5, 2014 (the "Maturity Date").
Subject to the terms and conditions of the Debenture, XDIP shall have the right, at its option, upon the earlier of: (a) the completion of a feasibility study (within the meaning of National Instrument 43-101 - Standards of Disclosure for Mineral Projects) with respect to Tuktu Project (Zone 2); and (b) the Maturity Date, to convert all, but not less than all, of the principal amount of the Debenture into fully paid and non-assessable common shares of the Company. The conversion price per common share shall be an amount equal to the greater of: (i) the volume weighted average trading price of the common shares on the TSX Venture Exchange during the 10 trading days prior to the date of conversion multiplied by 90%; or (ii) $0.25.
Alternatively, subject to the provisions of the Framework Agreement (including the requirement that the XDIP make investments in the Company in the aggregate amount of not less than $20,000,000), XDIP shall have the option to convert the principal amount of the Debenture into an equity interest in a joint venture to be created between XDIP and the Company for the development of the Tuktu Project (Zone 2) (the "Tuktu Zone 2 JV"). The conversion of the principal amount of the Debenture into an equity interest in the Tuktu Zone 2 JV will be subject to TSX Venture Exchange approval and also disinterested shareholder approval.
As the Company's primary strategic partner, XDIP currently holds approximately 13% of the outstanding common shares of the Company. Unless disinterested shareholder approval is obtained in accordance with the applicable policies of the TSX Venture Exchange, XDIP shall only be permitted to convert that portion of the principal amount of the Debenture into common shares such that, immediately following such conversion, XDIP will not hold greater than 19.9% of the then outstanding common shares of the Corporation (on a non-diluted basis).
All of the securities issuable in connection with the Offering will be subject to a hold period expiring four months and one day after the date of issuance of the Debenture.
The Company also wishes to inform its shareholders that it received notice this week that a Statement of Claim has been filed with the Ontario Superior Court of Justice. The claim arises out of an alleged finder's fee agreement with Storm Capital Corp. ("Storm"). Storm is seeking to have the matter subjected to arbitration. The Company has retained legal counsel and believes that it has meritorious defenses to this action and intends to vigorously defend such action.
ON BEHALF OF THE BOARD
John Gingerich, President & Chief Executive Officer
ABOUT Advanced Explorations Inc.
Advanced Explorations Inc., based in Toronto, Ontario, is a resource development company focused on developing its Roche Bay and Tuktu Iron Ore Projects in one of the world's largest developing iron ore districts, the Melville Peninsula in Nunavut. The Ocean-based Roche Bay Project boasts an NI 43-101 compliant resource estimate of over 500 million tonnes outlined within a small portion of the potential 140 km of banded iron formation. A positive feasibility study for the project's C Zone revealed a net present value of $642M on a base case 5.5 Mtpa start-up concentrate operation and substantial upside potential including becoming a low quartile cost producer. To date, the Company has delineated over 1 billion tonnes of iron under NI 43-101 among its Roche Bay and Tuktu deposits and continues to explore other targeted deposits in areas to the north, south and west of Roche Bay. The management team has extensive technical, exploration and Canadian Arctic mining expertise to effectively develop the high quality iron ore opportunities on the Melville Peninsula.
This news release also includes forward-looking statements that involve a number of risks and uncertainties. The information reflects numerous assumptions as to industry performance, general business and economic conditions, regulatory and legal requirements, taxes and other matters, many of which are beyond the control of the company. Similarly, this information assumes certain future business decisions that are subject to change. There can be no assurance that the results predicted here will be realized. Actual results may vary from those represented, and those variations may be material.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED WITHIN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
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