News
RX Exploration closes financing, appoints new directors
February 4, 2009
Mr. John O'Donnell reports:
RX EXPLORATION INC. COMPLETES RE-ORGANIZATION AND PRIVATE PLACEMENT
FOR IMMEDIATE RELEASE: Toronto, Canada, February 4, 2009 - Pursuant to the special resolution passed at the annual and special meeting of shareholders held on January 20, 2009, the Company filed articles of amendment to consolidate the Company's issued and outstanding common shares on a 1 for 100 basis. It subsequently filed articles of amendment to subdivide (split) the Company's issued and outstanding common shares on a 100 for 1 basis. There was no net effect whatsoever on any shareholder who held more than 100 shares. It only affected those 1,200 or so shareholders who held less than 100 shares since no fractional shares were issued on the consolidation. Instead, shareholders who held less than 100 pre-consolidated shares were bought out for $0.20 per pre-consolidated share. They were thus eliminated from the shareholders list prior to the subsequent split. The purpose was to eliminate the large amount of very small odd-lot shareholders in order to save thousands of dollars per year in printing and mailing costs as well as to provide such shareholders with the opportunity to sell their shares at market price without having to pay commissions.
The Company has completed, subject to any necessary regulatory or stock exchange requirements, the previously announced (January 16, 2009), partially-brokered private placement at $0.20 per unit. Each unit consists of one common share and one share purchase warrant. Each warrant entitles the holder to purchase one additional common share for two years at $0.25 per share. The securities issued are subject to a four month hold period. The final tranches of this private placement resulted in proceeds of $38,000, which proceeds will be used primarily for general administrative expenses and working capital. Cash commissions (9%) in the amount of $900 were paid and 5,000 (10%) broker's warrants were issued with respect to the brokered portion ($10,000) of this private placement. The broker's warrants are exercisable for two years at $0.20 per share.
Timothy J. Beesley and John A. Ryan were appointed as new directors of the Company at the annual and general meeting of shareholders. Brian F. McNamara has since resigned as a director and Paul Teodorovici has been appointed as a director to fill the vacancy created by the resignation. The directors wish to thank Mr. McNamara for his contributions to the Company during its transition to becoming an active exploration and development company. Mr. Teodorovici is in the property management consulting business in Montreal. For the past 25 years Mr. Teodorovici has served as a board member or consultant to mineral exploration or industrial companies listed on a number of Canadian stock exchanges.
Subject to any necessary regulatory or stock exchange requirements, a total of 1,950,000 new stock options have been granted to certain officers, directors, consultants pursuant to its incentive stock option plan. The options are exercisable at a price of $0.25 per share for three years.
For further information please contact: John F. O'Donnell, Chairman of the Board, at (416) 862-7330 or Murray R. Nye, President, at (204) 989-2434.
RX Exploration Inc. is a reporting issuer in good standing in the Province of Ontario whose shares are listed on CNSX (Symbol: RXE). There will be 48,676,508 common shares issued and outstanding following the completion of the private placement.
CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Forward Looking Statements: Statements made in this news release that relate to future plans, expectations, events or performances are forward looking statements. Such statements involve risks and uncertainties and are based on current expectations. Consequently, actual results could differ materially from the expectations expressed in these forward-looking statements.
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