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SMI Saturn Oil And Gas

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Share Name Share Symbol Market Type
Saturn Oil And Gas TSXV:SMI TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Portex Minerals Inc. Announces Terms for Private Placement Financing

05/07/2012 1:00pm

Marketwired Canada


Portex Minerals Inc. ("Portex" or the "Company") (CNSX:PAX) is pleased to
announce the terms of the previously announced private placement financing of up
to $7 million (the "Offering") (see the news release of June 5, 2012). Aberdeen
International Inc. has agreed to subscribe up to $2,900,000 of the Offering and
will become a significant shareholder of Portex after the Offering.


The Offering will consist of a non-brokered private placement of up to
70,000,000 subscription receipts (the "Subscription Receipts") at a price of
$0.10 per Subscription Receipt, each Subscription Receipt to convert into one
unit (a "Unit") with each Unit consisting of one common share (a "Common Share")
and one half of one warrant. Each whole warrant (a "Warrant") will be
exercisable into one Common Share, subject to standard adjustment provisions, at
a price of $0.17 per share for a period of 24 months from the date of issue.


As previously announced, Portex has entered into a memorandum of understanding
to acquire 100% of the issued and outstanding common shares of Scandinavian
Metals Inc. ("SMI"), a private Ontario company, for consideration of $2,000,000,
payable by the issuance of 17,825,311 common shares of the Corporation at an
effective issue price of $0.1122 per share (the "Acquisition"). SMI has several
exploration permits for base and precious metals in Sweden and a 40% interest in
a portfolio of exploration properties, some with non-43-101 compliant historical
resources, in Norway.


The net proceeds of the Offering will be used to fund exploration commitments
for the Company's properties in Portugal and Spain, expenses and repayment of
debt in connection with the acquisition of SMI, exploration activities of SMI
including those in Norway and Sweden and working capital and other general
corporate purposes.


The proceeds of the Subscription Receipts (the "Escrowed Proceeds") will be
escrowed with Norton Rose Canada LLP (the "Escrow Agent") pending (i) completion
of the Acquisition, and (ii) acceptance for listing of the Company's Common
Shares on the TSX Venture Exchange (the "Escrow Release Conditions"). Provided
the Escrow Release Conditions have been satisfied on or prior to November 30,
2012, the Escrowed Proceeds (and accrued interest) will be released to the
Corporation and the Subscription Receipts will be automatically converted into
Common Shares and Warrants. If the Escrow Release Conditions are not satisfied
on or prior to November 30, 2012, the Subscription Receipts will be cancelled in
accordance with their terms and the Escrowed Proceeds plus accrued interest (net
of taxes) will be returned to subscribers by the Escrow Agent on a pro-rata
basis. In the event that the Escrow Release Conditions are not satisfied and the
Escrowed Proceeds are insufficient to cover the repayment of the subscription
price plus interest, the Company shall contribute such additional funds as are
necessary to satisfy such repayment.


Peter F. Chodos, President and CEO of Portex, commented: "We are pleased to
announce the financing that will enable Portex to move all of its advanced
exploration projects in Spain and Portugal and, once the acquisition of SMI is
completed, the projects in Norway and Sweden, to the next level. In addition, we
look forward to welcoming Aberdeen as a major shareholder of the Company.
Aberdeen is an experienced investor in resource issuers."


Portex is a Toronto-based mineral development company, focused on acquisition
and development of base and precious metal properties in Europe. The Company
currently has properties in Spain and Portugal.


This news release contains "forward-looking information" which may include, but
is not limited to, statements with respect to the future financial or operating
performance of the Company and its projects. Often, but not always,
forward-looking statements can be identified by the use of words such as
"plans", "expects", "is expected", "budget", "scheduled", "estimates",
"forecasts", "intends", "anticipates", or "believes" or variations (including
negative variations) of such words and phrases, or state that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or
be achieved. Forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of the Company to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements. Forward-looking statements contained herein are made as of the date
of this press release and the Company disclaims any obligation to update any
forward-looking statements, whether as a result of new information, future
events or results or otherwise. There can be no assurance that forward-looking
statements will prove to be accurate, as actual results and future events could
differ materially from those anticipated in such statements. The Company
undertakes no obligation to update forward-looking statements if circumstances,
management's estimates or opinions should change, except as required by
securities legislation. Accordingly, the reader is cautioned not to place undue
reliance on forward-looking statements.


Shares outstanding: 43,734,985

1 Year Saturn Minerals Inc. Chart

1 Year Saturn Minerals Inc. Chart

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1 Month Saturn Minerals Inc. Chart