REX Resources Corp. Announces Letter of Intent FOR Proposed Reverse Takeover Transaction with Southern Sky Resources Corp.
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REX RESOURCES CORP.
Suite 1570, 505 Burrard Street
Vancouver, BC, V7X 1M5
March 3, 2023 TSX-V: OWN
REX RESOURCES CORP. ANNOUNCES LETTER OF INTENT FOR PROPOSED REVERSE
TAKEOVER TRANSACTION WITH SOUTHERN SKY RESOURCES CORP.
Not for distribution to United States newswire services or for release publication, distribution or dissemination
directly, or indirectly, in whole or in part, in or into the United States.
VANCOUVER, B.C. – REX RESOURCES CORP. (TSX-V: OWN) (“Rex”), a mineral exploration company listed
on the TSX Venture Exchange (the “ Exchange”), is pleased to announce that it has entered into a binding letter of
intent (the “Letter of Intent ”) dated February 24, 2023 with Southern Sky Resources Corp. (“ Southern Sky”) in
respect of a proposed business combination (the “ Proposed Transaction ”). It is anticipated that the Proposed
Transaction will constitute a “Reverse Takeove r” of Rex in accordance with Policy 5.2 – Changes of Business and
Reverse Takeovers of the Exchange. All currency references herein are in Canadian currency unless otherwise
specified.
About Southern Sky
Southern Sky is a private company existing under the laws of Ontario and is based in Toronto, Ontario. Immediately
prior to closing of the Proposed Transaction, Southern Sky shall have 42,847,438 common shares (the “Southern Sky
Shares”) outstanding, as well as 2,341,538 common share purchase warrants to acquire up to 2,341,538 Southern Sky
Shares at an exercise price of $0.0294 per share.
Southern Sky’s material asset consists of its rights to acquire a 100% interest in two non-contiguous licences,
016270M and 034769M, comprising the Wings Point Project (the “Property”) pursuant to an option agreement (the
“Option Agreement ”) dated January 17, 2023 with Zonte Metals Inc. (“ Zonte”). The Property comprises
approximately 1,825 hectares and is lo cated 35 kilometres north Gander, Newf oundland. Zonte is a publicly traded
company listed on the TSX Venture Exchange (TSXV - ZON).
Wings Point Property (two-year option to acquire a 100% interest)
Geology of the Wings Point Project
The Property lies in the eastern edge of the Dunnage Zone, within the Exploits Subzone. Rocks underlying the Property
are the Davidsville Group and are dominantly shallow marine siltstones and shales with sandstones and limestones of
Middle Ordovician age. Mineralization identified to date th rough this belt includes vein hosted gold and sediment
hosted disseminated gold. To date, the gold discovered by New Found Gold Corp. and Labrador Gold Corp. occurs
mainly in second order cross cutting structures associated with the Appleton Fault Zone, which all lie in the Ordovician
Davidsville Group sediments. Sulphide mineralization is characterized mainly as pyrite and needle arsenopyrite.
The Property has undergone previous exploration programs consisting of geological mapping, soil and rock sampling,
a ground magnetic survey, an Induced Polarization (“IP”) survey and diamond drilling.
Currently, the major asset associated with the Property is a strategic land position covering prospective lithologies and
faults for gold deposits. The Property hosts two underexplored IP anomalies which returned elevated gold values in
diamond drilling thus merits additional exploration.
Licence 016270M
Exploration on Licence 016270M completed by Zonte commenced in 2011 with a comprehensive data compilation
followed by Phase 1 exploration program of prospecting, rock and soil sampling as well as ground IP and magnetic
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surveys. Two parallel, IP Chargeability and Resistivity anomalies each being approximately one kilometre in length
which are associated with mineralized sandstones and shal es with some graphite being delineated. Additional soil
and rock sampling was carried out in 2019. A six-hole diamond drilling program totaling 1,296 m carried out in 2020
tested a small portion of the kilometre long anomalies on licence 016270M. The drill program confirmed the mapped
lithological units and returned a few elevated gold values, the best being 0.48 m grading 1.296 g/t.
Gold mineralization occurs on Licence 016270M at the Ledr ew Quarry in sheared and altered shales, siltstones and
greywacke of the Indian Islands Group. Arsenopyrite needles, 2 to 4 mm long, along with quartz-carbonate, sericitic
and siliceous alteration are the primary ch aracteristic of the mineralization found in this area. Pyrite, pyrrhotite and
chalcopyrite have also been observed. Elevated gold values in rock grab samples to date are in the range of 200 ppb
to 1,500 ppb.
Licence 034769M
Exploration on Licence 034769M carried out by Zonte in 2021 consisted of a rock and soil sampling program that
focused on two 2012-IP lines, which delineated a resistivity anomaly. Zonte completed a compilation of historical
soil and rock data in 2022. Elevated arsenic values were returned for some of the soil samples.
Historical data research and compilation followed by field exploration confirmed the presence of gold mineralization
associated with altered, sulphide-rich, sediments in two distinct stratigraphic horizons known as the Western and
Eastern Geophysical Targets in the Ledrew Quarry area. The gold-bearing, arsenopyrite and pyrite-rich shales and
greywacke are exposed in surface trenches and are readily identified by Induced Polarization chargeability anomalies
as well as by anomalous gold and arsenic values in-soil anomalies.
Two glacial till samples taken by Noranda Inc. in 1998 assayed 59.22 g/t Au and 5.26 g/t Au, but they have not been
verified.
Terms of the Option Agreement for Wings Point Project
Pursuant to the terms of the Option Agreement, Southern Sky may acquire a 100% interest in the Property by issuing
750,000 Southern Sky Shares and paying a total of $100,000 in cash to Zonte over a two-year period as follows:
a) Issuing 250,000 Southern Sky Shares to Zonte upon the receipt by Southern Sky of all required
regulatory and stock exchange approvals including to commence trading (the “Effective Date”);
b) Issuing 250,000 Southern Sky Shares and paying $50,000 to Zonte one year after the Effective Date; and
c) Issuing 250,000 Southern Sky Shares and paying $50,000 to Zonte two years after the Effective Date.
Southern Sky is required to complete $100,000 in annual expenditures on the Property until such time as the option is
exercised including $9,300 on Licence 034769M prior to June 6, 2023.
Zonte retains a 2% net smelter return (“ NSR”) from production on Licence 034769M which Southern Sky may, at
any time after the commencement of commercial production, may reduce from two percent (2%) to one percent (1%)
upon payment of $1,000,000 to Zonte.
Licence 016270M is subject to a 3% NSR from a previous agreement. Zonte has the option to reduce the NSR to 1%
by paying the original vendors $2,000,000. In the event that Southern Sky exercises the Option Agreement it would
be required to issue 150,000 Southern Sky Shares to the original vendors upon the determination of 1 million ounces
of gold and an additional 200,000 Southern Sky Shares 2 million ounces of gold in the measured and indicated resource
categories.
It is anticipated that, following the Proposed Transaction, the requirement to issue Southern Sky Shares under the
Option Agreement would be satisfied by issuance of post-Consolidation (as defined below) Rex common shares (“Rex
Shares”).
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NI 43-101 Technical Report on Wings Point Project
Southern Sky has retained Stanley Robinson, MSc., P.Geo to prepare a technical report (the “ Technical Report”)
specific to the standards dictat ed by National Instrument 43 -101 and Form 43 -101F Standards of Disclosure for
Mineral Projects (“NI 43-101”) with respect to the Property.
Brad Dyke, P.Geo of NCD Consulting Ltd. was contracted by Southern Sky to collect representative mineralized rock
grab samples from the Wing's Point Project. The sudden onse t of winter conditions limited the sampling program as
a 10 to 15 cm blanket of snow covered the area. A recent mild period exposed some outcrop and boulders in open
areas. On November 28, 2022 four samples were collected from within the Property area from various locations with
varying concentrations of acicular ar senopyrite, pyrrhotite and pyrite. The samples collected all weathered a rusty
orange color and were fine grained, dark grey in color on an un-weathered broken surface. There was some quartz
and/or carbonate veinlets observed and weak pervasive si lica alteration. The samples all appear to be an altered
sedimentary unit, possibly a siltstone or sandstone.
Below is the sample location information for each site and the type of grab sample collected as well as the gold results
from Eastern Analytical who completed the geochemical analysis.
Sample# Sample Location Sample Type Au (ppb)
WP-22-001 682,235 mE / 5,466,699 mN
(UTM NAD83 Zone 21)
Grab sample collected from bedrock 134
WP-22-002 682,223 mE / 5,466,628 mN
(UTM NAD83 Zone 21)
Grab sample collected from subcrop 59
WP-22-003 682,383 mE / 5,466,762 mN
(UTM NAD83 Zone 21)
Grab sample collected from bedrock 84
WP-22-004 682,623 mE / 5,466,863 mN
(UTM NAD83 Zone 21)
Grab sample collected from bedrock 102
Additional Information Regarding Southern Sky Resources Corp.
Southern Sky has acquired beneficial rights over mineral properties in Guyana since 2011. Southern Sky acquired all
of the shares of Guyana Au Corp Inc., a corporation incorporated under the laws of Guyana, in December 2016.
Guyana Au Corp. Inc. is the 100% beneficial owner of the Aurora South Property, which it acquired on August 29,
2011 by way of a Deed of Assignment of a Mining Joint Venture Agreement with the subsidiary of a Canadian,
former-publicly traded company, Guyana Frontier Mining Corp. (“Guyana Frontier”). Historic work performed on
the Aurora South Property includes an airborne geophysical program flown over the property during 2011 by a
previous joint venture partner of Southern Sky. No other work has been completed by Southern Sky on this property
and no work is planned.
Roger Connors, a resident of Toronto, Ontario, is the only controlling shareholder of Southern Sky.
A press release with further information in respect of Southern Sky, including significant financial information, will
follow in accordance with the policies of the Exchange.
For further information regarding Southern Sky and the Proposed Transaction, please contact Roger Connors, Chief
Executive Officer, at (647) 920-3877 or [email protected].
Summary of the Proposed Transaction
The Letter of Intent contemplates that Rex and Southern Sky will negotiate and enter into a definitive agreement in
respect of the Proposed Transaction (the “ Definitive Agreement”), pursuant to which it is anticipated that Rex will
acquire all of the issued and outstandi ng Southern Sky Shares, and shareholde rs of Southern Sk y will receive post-
Consolidation (as defined below) Rex common shares (the “Rex Shares”) in exchange for their Southern Sky Shares,
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resulting in a reverse takeover of Rex by Southern Sky. The Proposed Transaction will be structured as a three-
cornered amalgamation, plan of arrangement or other structure based on the advice of the parties’ respective advisors
and taking into account various securities, tax, operating and other considerations.
Prior to the closing of the Proposed Transaction, Rex will consolidate its outstanding Rex Shares on the basis of one
(1) new Rex Share for each 1.5 old Rex Shares (the “ Consolidation”), such that, prior to closing of the Proposed
Transaction, Rex will have approximately 8,979,333 Rex Shares issued and outstanding on a non-diluted basis.
It is intended that Rex Shares will be issued to holde rs of Southern Sky Shares on the basis of one (1) post-
Consolidation Rex Share for every one (1) Southern Sky Share, resulting in the issuance of an aggregate 42,847,438
post-Consolidation Rex Shares to the shareholders of Southern Sky. It is expected that outstanding Southern Sky
warrants will become exercisable for post-Consolidation Rex Shares, in accordance with the terms of such warrants,
as applicable.
It is anticipated that the resulting entity (the “Resulting Issuer”) will continue the business of Southern Sky under a
name to be determined by Southern Sky (the “Name Change”). The business of the Resulting Issuer will be primarily
focussed on the exploration of the Property.
The post-Consolidation Rex Shares to be issued pursuant to the Proposed Transaction will be issued pursuant to
exemptions from the prospectus requirements of applicab le securities legislation. Ce rtain common shares of the
Resulting Issuer to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale
or escrow under the policies of the Exchange, including the securities to be issued to “Principals” (as defined under
Exchange policies), which will subject to the escrow requirements of the Exchange.
The completion of the Proposed Transaction remains subj ect to a number of terms and conditions, among other
standard conditions for a transaction of this nature, including, among other things: (i) the negotiation and execution
of the Definitive Agreement; (ii) Southern Sky delivering a NI 43-101 compliant technical report for the Property that
is acceptable to the Exchange and Rex; ( iii) the delivery of audited, unaudited and pro forma financial statements of
each party that are compliant with Exchange policies; (iv) if required by the Exchange, Southern Sky delivering a title
opinion for each of its material international properties in form and content satisfactory to the Exchange and Rex; (v)
no material adverse changes occurring in respect of either Rex or Southern Sky; (vi) the parties obtaining all necessary
consents, orders and regulatory and shareholder approvals, including the conditional approval of the Exchange subject
only to customary conditions of closing; (vii) if require d by the Exchange, delivery of a sponsor report and an
independent valuation satisfactory to the Exchange; (viii) the Consolidation, Name Change and any other corporate
changes requested by Southern Sky, acting reasonably, shall have been implemented; (ix) completion of the
Concurrent Financing described below; (x) completion of satisfactory due diligence by each Party of the other Party;
(xi) if the Exchange deems any property of Southern Sky, other than the Property, to be a material property of Southern
Sky, Southern Sky shall either deliver a technical report prepared in accordance with NI 43-101 for such property, or
divest any interest or ownership it holds in such property; and (xii) Exchange acceptance. There can be no assurance
that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be
met.
Upon completion of the Proposed Trans action, it is anticipated that the Resu lting Issuer will be listed as a Tier 2
Mining Issuer on the Exchange, with Southern Sky as its primary operating subsidiary.
Upon execution of the Definitive Agreement Rex will lend $2 5,000 to Southern Sky, which unsecured loan will be
repayable to Rex in the event that the Definitive Agreement is terminated.
The following table sets out the expected share capital of the Resulting Issuer on a non-diluted basis after giving effect
to the Proposed Transaction (including the securities to be issued pursuant to the Concurrent Financing, as described
below):
Category of Security(1) Number(1) Percentage(1)
Rex Shares held by Rex shareholders 8,979,333 13.86%
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Rex Shares issued to Southern Sky former shareholders(2) 42,847,438 66.14%
Rex Shares underlying the Non-FT Units and FT Units issued to Concurrent
Financing Subscribers(3)
12,956,666 20.00%
TOTAL: 64,783,437 100%
Notes:
1. Calculated on a post-Consolidation basis.
2. Assumes there are no dissenting Southern Sky shareholders.
3. Assumes the Concurrent Private Placement is fully subscribed for gross proceeds of $1,993,500, consisting of
11,290,000 Non-FT Units (as defined herein) at a price of $0.15 per Non-FT Unit for gross proceeds of $1,693,500,
and 1,666,666 FT Units (as defined herein) at a price of $0.18 per FT Unit for gross proceeds of $300,000.
Concurrent Financing
In connection with the Proposed Transaction, Southern Sky will arrange a concurrent non-brokered private placement
of Rex units for gross proceeds of at least $1,993,500 (the “Concurrent Financing”). The Concurrent Financing will
consist of the issuance of up to 11,290,000 non-flow through units (the “Non-FT Units”) at a price of $0.15 per Non-
FT Unit, for gross proceeds of up to $1,693,500, and up to 1,666,666 flow-through units (the “ FT Units”) at a price
of $0.18 per FT Unit, for gross proceeds of up to $300,000.
Each Non-FT Unit will be comprised of one post-Consolidation Rex Share and one-half of one post-Consolidation
Rex Share purchase warrant (each whole warrant, a “Unit Warrant”). Each whole Unit Warrant will entitle the holder
to purchase one additional post-Consolidation Rex Share (each, a “Unit Warrant Share”) for a period of 36 months
from the closing date of the Concurrent Financing at an exercise price of $0.23 per Unit Warrant Share. Each FT Unit
will be comprised of one post-Consolidation Rex Share, to be issued as a “flow-through share” within the meaning of
the Income Tax Act (Canada), and one half-of one Unit Warrant.
Rex may pay finder’s fees in connection with the Concurrent Financing within the maximum amount permitted by the
policies of the Exchange.
The proceeds of the Concurrent Financing will be used to fund (i) expenses of the Proposed Transaction and the
Concurrent Financing, (ii) the exploration and other expe nses relating to the Property, and (iii) the working capital
requirements of the Resulting Issuer.
Prior to the completion of the Concurrent Financing, Southern Sky may complete a convertible debenture financing
for gross proceeds of up to $50,000 for working capital purposes and for costs associated with the Proposed
Transaction. The convertible debentures shall pay interest at 10% per annum and be exercisable into units of the
Resulting Issuer at a 20% discount to the price of the Non-FT Units to be issued pursuant to the Concurrent Financing.
Each unit will be comprised of one post-Consolidation Rex Share and one-half of one Unit Warrant. Each whole Unit
Warrant will entitle the holder to purchase one additional Unit Warrant Share for a period of 36 months from the date
of issuance at an exercise price of $0.23 per Unit Warrant Share.
Summary of Proposed Directors and Officers of the Resulting Issuer
In conjunction with and upon closing of the Proposed Transaction, the board of directors of the Resulting Issuer are
expected to consist of four directors, each of whom w ill be nominated by Southern Sky. If applicable, the existing
directors and officers of Rex shall resign at or prior to the closing of the Proposed Transaction.
The first directors of the Resulting Issuer are expected to be Roger Connors, Dominic O’Sullivan, Alan Hitchborn and
Matthew Hoyt, and such other directors as determined by Southern Sky. These directors shall hold office until the first
annual meeting of the shareholders of the Resulting Issuer following closing, or unt il their successors are duly
appointed or elected. The first officers of the Resulting Issuer are expected to be Roger Connors (Executive Chairman
and President), Rebecca Hudson (Chief Financial Officer) and Monique Hu tchins (Corporate Secretary), and such
other officers as determined by Southern Sky.
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The following is a brief description of the proposed direct ors and officers of the Resulting Issuer who have been
identified as of the date hereof:
Roger Connors – Chairman, President and CEO
Mr. Connors is an entrepreneur and consultant based in Toronto, Ontario with 29 years of experience managing private
and public resource companies including Kimber Resources Inc. and National Gold Corp., which merged to form
Alamos Gold Inc. Mr. Connors has since been focused on acquiring exploration and development stage gold projects
in underexplored regions of South America. Mr. Connors holds a Bachelor of Business Administration (BBA) from
Acadia University and completed the Canadian Securities Course.
Rebecca Hudson – CFO
Ms. Hudson has 23 years’ experience as a Chartered Professional Accountant having worked as a senior auditor with
firms Grant Thornton LLP in Toronto, Canada, and PricewaterhouseCoopers in the Dominican Republic. She is
currently the CFO of Nova Mentis Life Science Corp., and a private drilling company, Andean Drilling Services Inc.
Ms. Hudson also works as a consultant with Grove Corp orate Services where she acts as Controller for several
clients. She has held managerial positions at mining companies Xstrata, and Falconbridge, completed project-based
work for IAMGOLD at its offices in Quito, Ecuador, an d was the Controller of Royal Nickel Corporation and
Barkerville Gold Mines Ltd. Ms. Hudson formerly served as the CFO of TerrAscend Corp., Hornby Bay Mineral
Exploration Ltd., Wabi Exploration Inc., Lithium One Inc., and Claim Post Resources Inc. Ms. Hudson has both her
Bachelor of Arts and Master’s Degrees from the School of Accountancy at the University of Waterloo. She is fluent
in English and Spanish.
Dominic O’Sullivan – Independent Director
Mr. O’Sullivan is a geologist and Member of the Australian Institute of Mining and Metallurgy. In a career that has
spanned 30 years he has been involved in the exploration and mining of gold, diamonds, uranium and base metals and
has been involved in several major discoveries in Australia, Guyana and Ghana, including the Plutonic Deeps and the
Karouni Mine. He is currently Executive Chairman of Tajiri Resource Corp a TSXV listed company.
Mr. Matthew Hoyt, P.Eng., PMP – Independent Director
Mr. Hoyt is a Professional Engineer having over twenty years of experience across a wide variety of industrial
construction projects for companies including Enbridge Pipe lines Inc, CNRL, Graham Industrial Services, Imperial
Oil Ltd., Bird, DOW, Kiewit, and Husky. These include pipeline facilities and terminals, refineries, thermal and hydro
power, oilsands plants, offshore production, food production and wastewater treatment. Matthew graduated with a
Bachelor of Science Chemical Engineering from the University of New Brunswick.
Mr. Alan Hitchborn – Independent Director
Mr. Hitchborn is a Professional Geologist (P.Geo) with over 40 years of exploration and development experience and
is registered with Association of Professional Engineer s and Geoscientists of British Columbia. Alan has generated
early exploration targets from initial field reconnaissanc e, mapping and sampling, data compilation through drilling
discoveries, resource estimation, QA/QC, feasibility and production. He has held senior exploration, development and
mining positions with Aura Minerals, Placer Dome and Kimber Resources. Alan and his professional exploration team
have made several discoveries including nearly 2 million o unces at Monterde in Mexico and 3 million ounces at the
Bald Mountain Mine, Nevada. Mr. Hitchborn graduated from the University of Nevada in Reno Nevada with a
Bachelor of Science Geology.
Ms. Monique Hutchins – Corporate Secretary
Ms. Hutchins is the Managing Director of DSA Corporate Services Inc. and has over fifteen years of corporate
secretarial, corporate governance, client relationship and marketing experience. She was previously the Director of
Business Development & Marketing and Corporate Secretary at Independent Review Inc., an organization that runs
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Independent Review Committees that is a part of the governance structure of every investment fund in Ontario. She
has previously held senior roles at Kingsdale Sharehol der Services and Institutional Shareholder Services. Ms.
Hutchins is a member of the Chartered Governance Institute of Canada (CGIC) and holds a Bachelor of Commerce
from John Molson School of Business, Concordia University.
Summary of Insiders of the Resulting Issuer other than Directors and Officers
No insiders of the Resulting Issuer are expected other than the board, management and control persons as set out
herein.
Sponsorship of Proposed Transaction
Sponsorship of the Proposed Transaction may be required by the Exchange unless an exemption or waiver from this
requirement is obtained in accordance with the policies of the Exchange. Southern Sky has not yet engaged a sponsor
in connection with the Proposed Transaction. Southern S ky intends to apply for an exemption from the Exchange’s
sponsorship requirement. Additional information on sponsorship arrangements will be provided once available.
Other Information relating to the Proposed Transaction
The Proposed Transaction is not a “related party transacti on” as such term is defined by Multilateral Instrument 61-
101 – Protection of Minority Security Holders in Special Transactions and is not subject to Policy 5.9 of the Exchange.
No finder’s fees are expected to be payable in connection with the Proposed Transaction.
In accordance with Exchange Policy 5.2, Rex intends apply for an exemption from obtaining shareholder approval, as
the Proposed Transaction exhibits the fo llowing characteristics: (i) the Propose d Transaction is not a related party
transaction (and no other circumstances exist which may compromise the independence of Rex or other interested
parties); (ii) except in connection with the Kalum property (for which Rex intends to cease all exploration and related
development activities upon completion of the Proposed Transaction), Rex does not have active operations; (iii) Rex
is not subject to a cease trade order and management believes it will not be suspended from trading on completion of
the Proposed Transaction; and (iv) there is no requirement to obtain shareholder approval of the Proposed Transaction
(or any element thereof) under any applicable corporate or securities laws.
The Proposed Transaction will require the approval of the shareholders of Southern Sky. Southern Sky intends to hold
a shareholder meeting to seek all necessary approvals, the details of which will be disclosed once available.
In accordance with the policies of the Exchange, the Rex Shares are not currently trading and will not resume trading
until such time as the Exchange determines, which, depending on the policies of the Exchange, may not occur until
completion of the Proposed Transaction.
In connection with the Proposed Trans action, McMillan LLP is acting as legal counsel to Rex and Miller Thomson
LLP is acting as legal counsel to Southern Sky.
Additional information concerning the Proposed Transacti on, Rex, Southern Sky and the Resulting Issuer will be
provided once determined in a subsequent news release and in the Filing Statement to be filed by Rex in connection
with the Proposed Transaction and which will be avai lable in due course under Rex’s SEDAR profile at
www.sedar.com.
About Rex Resources Corp.
Rex is a mineral exploration company focused on the acquisition, exploration and development of mineral resource
properties. Rex has an option to acquire a 60% interest an d title to the Kalum property located in the Terrace area of
British Columbia.
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For further information regarding Rex and the Proposed Transaction, please contact Craig Taylor, Chief Executive
Officer of Rex, at (604) 318-4053 or [email protected].
ON BEHALF OF THE BOARD OF DIRECTORS OF REX RESOURCES CORP.
Anthony Zelen, Director
(778) 338-5258
Neither 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.
Qualified Person
Stanley Robinson, M.Sc., P.Geo. is a qualified person as defined by NI 43-101 and has reviewed and approved the
contents and technical disclosures in this press release. Neither Mr. Robins on nor the Company has verified the
technical information in this press release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange Requirements, disinteres ted approval. Where applicable, the
Proposed Transaction cannot close until the required shareholder approval is obtained. There can be no assurance
that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the mana gement information circular or filing statement to be
prepared in connection with the Propose d Transaction, any information releas ed or received with respect to the
Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of
Rex should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the Proposed Transaction and has neither
approved nor disapproved the contents of this press release.
All information contained in this news release with resp ect to Rex and Southern Sky was supplied by the parties,
respectively, for inclusion herein, and Rex and its respec tive directors and officers have relied on Southern Sky for
any information concerning such party.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the
United States. The securities have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United
States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
Forward Looking Information
This press release contains “forward-looking information” within the meaning of applicable Canadian securities
legislation. Generally, forward-looking information can be identified by the use of forward-looking terminology such
as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,
“anticipates” or “does not anticipate”, or “believes”, or variations (including negative and grammatical variations) of
such words and phrases or state that certain acts, events or results “may”, “could”, “would”, “might” or “will be taken”,
“occur” or “be achieved”.
Forward-looking information in this press release may in clude, without limitation, statements relating to: the
completion of the Proposed Transaction and the timing thereof, the execution of the Definitive Agreement, the
proposed business of the Resulting Issuer, degree to which historical results are reflective of actual mineral resources,
the completion of the proposed Concurrent Financing and the use of proceeds therefrom, the completion a NI 43-101
technical report for the Property, the proposed directors and officers of the Resulting Issuer, obtaining regulatory