Re: News - Wednesday, March 03, 2010
Title: Geologix Sets Offering Terms And Files Final Short Form Prospectus
This Press Release is not for Distribution in the United States or to U.S. News AgenciesVancouver, B.C., March 3, 2010
- Geologix Explorations Inc. (the "Company" or "Geologix") is pleased to announce it has entered into an agency agreement with a syndicate of agents led by Salman Partners Inc. and including Fraser Mackenzie Limited and Raymond James Ltd., (collectively the "Agents"), under which the Agents have agreed to sell, on a best efforts basis, up to 18,450,224 units (the "Units") of the Company (the "Offering") at a price of $0.22 per Unit for gross proceeds of $4,059,049.28. Each Unit will consist of one common share of the Company ("Common Share") and one half of one Common Share purchase warrant (each full Common Share purchase warrant, a "Warrant"). Each whole Warrant will entitle the purchaser to acquire, at any time within two years from the closing of the Offering, one Common Share at an exercise price of $0.30, except that if over a period of 20 consecutive trading days prior to the expiry of the Warrant, the daily volume weighted average trading price of the Common Shares on the TSX, or such other stock exchange where the majority of the trading volume occurs, exceeds $0.50 on each of those 20 consecutive days, the Company may give notice in writing to the Warrant holders within 30 days of such an occurrence that the Warrants shall expire at 5:00 pm (Vancouver time) on the 30th day following the giving of such notice.
The Company has granted to the Agents an over-allotment option (the "Over-Allotment Option") exercisable, in whole or in part, within 30 days from the closing of the Offering, to sell up to an additional 15% of the number of Units offered pursuant to the Offering on the same terms as the Units, to cover over-allotments and for market stabilization purposes.
The Agents are to be paid a cash commission of 6% of the gross proceeds of the Offering, excluding proceeds derived from Offered Units subscribed for by persons on a President's List, including employees and directors, of up to 1,818,181 Units. The Agents will receive a cash commission of 3% of the gross proceeds from sales of Offered Units to persons on the President's List. The Company has also agreed to issue to the Agents warrants of the Company ("Agents' Warrants") entitling the Agents to purchase such number of Common Shares as is equal to 6% of the number of Units sold in the Offering, on the same terms as the Warrants.
The Company has filed and obtained a receipt for a final short form prospectus ("Final Prospectus") with the applicable securities regulatory authorities to qualify the securities offered under the Offering for distribution. The Offering is expected to close on March 8, 2010.
The gross proceeds of the Offering will be used towards the Company's Tepal property in Michoac�n, Mexico, Libertad property in Sonora State, Mexico and general working capital purposes.
The Offering is being made pursuant to a short form prospectus to be filed in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador. The Offering is subject to, among other things, the approval of the securities regulatory authorities and the Toronto Stock Exchange. The securities to be offered have not been registered under the U.S. Securities Act of 1933, as amended, 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 in accordance with an applicable exemption from the registration requirements.
Geologix Explorations Inc. is a mineral exploration company focused on acquiring, exploring and developing mineral properties in North and South America.ON BEHALF OF THE BOARD OF DIRECTORS
Dunham L. Craig
President and CEOTHIS PRESS RELEASE, PROVIDED PURSUANT TO APPLICABLE CANADIAN REQUIREMENTS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBE HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS ABSENT REGISTRATION OR APPLICABLE EXEMPTION FROM REGISTRATION REQUIREMENTS.
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