Kirkland Lake, Ontario – August 18, 2016 – Nordex Explosives Ltd. (“Nordex” or the “Company”) (TSXV: NXX) is pleased to announce that its previously announced “change of control transaction” and “going private transaction” (together, the “EPC Transactions”) with Société Anonyme d’Explosifs et de Produits Chimiques (“EPC”) have been approved by the shareholders at its annual and special meeting of shareholders held today (the “Meeting”). Nordex has proceeded to close the “change of control” transaction and has issued 41,445,449 common shares to a wholly-owned Canadian affiliate of EPC for aggregate gross proceeds of $4,973,453.88 (the “Offering”). The proceeds of the Offering are being used to repay indebtedness and for working capital.
Under applicable Canadian securities laws and stock exchange requirements, the common shares are subject to restrictions on resale expiring on December 19, 2016. The Offering is subject to the final approval of the TSX Venture Exchange (the “TSXVE”). For further details regarding the EPC Transactions, please see the Company’s recent news releases and its management information circular dated July 25, 2016, copies of which are available on www.SEDAR.com under the Company’s profile.
The Company intends to close the “going private transaction” on August 19, 2016. The common shares of the Company were halted pending the results of the Meeting and will stay halted in connection with completing the “going private transaction”. In that regard, registered shareholders should forward a properly completed and signed letter of transmittal, which has been previously mailed by the Company to all shareholders of record as of July 11, 2016 (and which can also be found on www.SEDAR.com under the Company’s profile), together with the certificate(s) representing their common shares and all other required documents to TSX Trust Company in order to receive the consideration to which they are entitled pursuant to the “going private” transaction. Shareholders holding their Nordex common shares in brokerage accounts should consult their brokers as to how they may receive payment for their shares.
At the Meeting, the shareholders elected Joseph Hunnisett, Jim Taylor, Ian Davies, Benjamin Williams and Olivier Obst to the Board of Directors. Nordex wishes to thank Jim O’Reilly, Duncan Middlemiss, Peter Bourgeois, Paul De Luca and Dr. Lee Michael Luciani for their years of service to the Company. The Board of Directors met following the Meeting and appointed Benjamin Williams as Chair of the Board and confirmed Jim Taylor as President & CEO and Joe Hunnisett as Chief Financial Officer.
At the Meeting, BDO Canada LLP was re-appointed auditor of the Corporation and the Company’s stock option plan was also approved pursuant to the policies of the TSXVE.
About Nordex Explosives
Nordex Explosives Ltd. is a Canadian based manufacturer and distributor of explosives for the mining, quarry and construction industries since 1970. Its manufacturing operations and distribution centre is strategically located in one of the world’s largest mining regions near Kirkland Lake, Ontario. Nordex is the exclusive supplier of the “Buttbuster” perimeter control explosive products in Canada. Additional information can be found at: www.nordexexplosives.com.
Disclosure Regarding Forward-Looking Statements
This press release contains certain “forward-looking statements” within the meaning of applicable securities legislation relating to the EPC Transactions, including the closing thereof and obtaining regulatory approval therefor. The information about EPC contained in this press release has not been independently verified by Nordex. We use words such as “might”, “will”, “should”, “anticipate”, “plan”, “expect”, “believe”, “estimate”, “forecast” and similar terminology to identify forward looking statements and forward-looking information. Such statements and information are based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking statements and information involve known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and information and accordingly, readers should not place undue reliance on such statements and information. Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, that the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because the Company can give no assurance that they will prove to be correct. In evaluating forward-looking statements and information, readers should carefully consider the various factors which could cause actual results or events to differ materially from those expressed or implied in the forward looking statements and forward-looking information depending on, among other things, the risks that final TSXVE approval will not be obtained for one or both of the EPC Transactions. The statements in this press release are made as of the date of this release. The Corporation undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the Company, EPC, or their respective financial or operating results (as applicable).
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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.
This press release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
All information contained in this press release relating to EPC was provided by EPC to Nordex for inclusion herein. Nordex has not independently verified such information and shall bear no liability for any misrepresentation contained therein.
For further information please contact
Jim Taylor, President/CEO
T: 705 642 3265 extension 203