Toronto, Ontario--(Newsfile Corp. - May 14, 2013) - Rex Opportunity Corp. ("Rex" or the "Company") is pleased to announce that is has agreed to convert an aggregate of US$750,788.61 owed to former directors, officers and service providers into 7,507,886 common shares (the "Shares") of the Company at a conversion price of US$0.10 per Share, including to Serge Muller, directly and indirectly through Rex Mining Company N.V., Antwerp, Belgium, an aggregate of 7,177,886 Shares of the Company at a conversion price of US$0.10 per Share representing 32.6% of the issued and outstanding Shares of the Company. As a result, Mr. Muller will own, directly or indirectly, a total of 8,220,036 Shares of the Company representing 37.4% of the issued and outstanding Shares of the Company. Mr. Muller is acquiring ownership of the Shares for investment purposes and does not have any future intention to acquire ownership or control over additional securities of the Company however, may do so depending on market conditions and other strategic considerations. The common shares of the Company are currently not listed on any market.
The Company has also agreed to issue an aggregate of 2,141,273 of Shares to Boyle & Co. LLP, a law firm whose partners include directors and officers of the Company, in satisfaction of $214,127.73 of debt.
According to applicable securities legislation, the securities issued pursuant to the shares for debt transactions are subject to a four-month and one day hold period, commencing on the closing date and ending on September 14, 2013.
Related Party Transaction
The shares for debt transactions with Boyle & Co. LLP may be considered a related party transaction for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Following the closing of the shares for debt transactions, Boyle & Co. LLP will, directly or indirectly, beneficially own or control 2,141,273 common shares representing 9.7% of the Company.
According to MI 61-101, a related party transaction requires formal valuation and minority shareholder approval unless exempt. The shares for debt transaction with Boyle & Co. LLP is exempt from the formal valuation and minority approval requirements due to the financial hardship exemption set out in section 5.5(g) and section 5.7(1)(e) of MI 61-101. A committee of independent directors reviewed the shares for debt transaction with Boyle & Co. LLP and determined that as Rex is in serious financial difficulty and the shares for debt transaction with Boyle & Co. LLP are designed to improve the financial position of Rex, the terms of the shares for debt transactions are reasonable in the circumstances of Rex. Accordingly, the shares for debt transaction with Boyle & Co. LLP is exempt from minority shareholder approval and formal valuation requirements of M1 61-101.
The shares for debt transactions are closing in less than 21 days due to the Company’s immediate need to address its financial situation, which shorter period is both reasonable and necessary in the circumstances. MI 61-101 requires if a material change report is filed less than 21 days before the expected date of the closing of the transaction, an explanation is to be provided why the shorter period is reasonable or necessary in the circumstances.
For further information contact:
Rex Opportunity Corp.
James P. Boyle, President and CEO
Email: rex@boyleco.com
No securities regulatory authority, stock exchange or regulatory services provider has reviewed or accepts responsibility for the content of this release
Source: REX Opportunity Corp.