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| | | December 16, 2008
Georox Resources Inc. Closes Private Placement Of 2,730,000 Units.
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| | Nelson, British Columbia, Canada, December 16, 2008: Georox Resources Inc. ("Georox" or the "Corporation") (GXR:TSX-V; OF6A:FRA) is pleased to announce that on December 15, 2008 it closed its previously announced non-brokered private placement (the "Private Placement") of 2,730,000 Units in the capital of the Corporation at $0.05 per Unit for aggregate gross of $136,500.
Each Unit is comprised of one common share of the Corporation and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder thereof to purchase one additional common share of the Corporation at a price of $0.10 per common share at any time prior to 4:30 p.m. (Calgary time) on December 15, 2010. All securities issued under the Private Placement are subject to a hold period of four months following the date of closing, in accordance with applicable securities laws.
The proceeds of the Private Placement will be utilized for working capital purposes.
Participation in the Private Placement by directors, officers and employees of Georox was 1,650,000 Units or approximately 60.4 % of the Units issued pursuant to the Private Placement. As a result of the participation of directors and officers in the financing, Multilateral Instrument 61-101 requires Georox to obtain minority approval and a formal valuation for the financing unless an exemption from the minority approval and valuation requirements is available. Such an exemption is available to Georox as at the time the transaction was agreed to, neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves interested parties, exceeded 25% of Georox's market capitalization.
After giving effect to this Private Placement, the Corporation will have 12,964,518 outstanding common shares. An additional 1,365,000 common shares will be reserved for issuance on exercise of the common share purchase warrants issued pursuant to the Private Placement and an additional 506,667 common shares are currently reserved under the Corporation's stock option plan.
The Private Placement is subject to final acceptance by the TSX Venture Exchange.
About Georox
Georox Resources Inc. is a mineral exploration company engaged in the acquisition, development and exploration of mining properties. The Corporation has acquired mining concessions in Ecuador and mining claims in the West Kootenay Region of British Columbia, Canada. The Corporation trades its common shares and warrants on the TSX Venture Exchange under the symbol GXR and GXR.WT, respectively and its common shares on the Frankfurt Stock Exchange under the symbol OF6A.
For further information you can visit the Corporation's website at: www.georoxresources.com or view the Corporation's records on SEDAR at: www.sedar.com
Cautionary Statement:
The TSX Venture Exchange has not reviewed, and does not accept responsibility for the adequacy or accuracy of this release.
No stock exchange, securities commission or other regulatory authority has approved nor disapproved the information contained herein. This news release includes certain "forward looking statements". All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results, and future plans and objectives of the Corporation, are forward looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Corporation's expectations are exploration risks detailed from time to time in the filings made by the Corporation with securities regulations.
For further information:
Bruce Cottingham, CEO
Georox Resources Inc.
Suite 206, 507 Baker Street
Nelson, British Columbia
Canada V1L 4J2
Tel: (250) 352-9923
Fax: (250) 352-9926 |
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