ABU Closes Subscription Receipt Financing
2010年12月7日 - 9:26AM
Marketwired
Abenteuer Resources Corp. (TSX VENTURE: ABU) ("ABU" or the
"Company") is pleased to announce that it has closed its previously
announced financing (the "Financing") of 15,000,000 subscription
receipts ("Subscription Receipts") at a price of $0.80 per
Subscription Receipt for gross proceeds of $12,000,000.
The gross proceeds of the Financing will be held in escrow
pending the satisfaction of certain conditions (the "Escrow Release
Conditions") which include, among other things, completion of the
Company's previously announced Reverse Takeover of SMW Gold
Limited. Upon satisfaction of the Escrow Release Conditions, which
is anticipated to occur on or around January 15, 2011 but not later
than February 28, 2011, the Subscription Receipts will
automatically convert into units of the Company. Each unit will
consist of one post-consolidation common share of the Company and
one share purchase warrant exercisable into an additional common
share of the Company at an exercise price of $1.20 for a period of
30 months, subject to acceleration provisions. Further, the
principal purpose of the funds raised in this financing will be
used to post two US$5,000,000 exploration bonds in support of the
Um Balad and El Fawakhir properties in Egypt.
Salman Partners Inc. (the "Agent") acted as agent for
$11,200,000, or 14,000,000 Subscription Receipts, of the Financing
(the "Brokered Financing"). As compensation, the Company has agreed
to provide the Agent with a cash fee equal to $520,000 plus
expenses, payable upon satisfaction of the Escrow Release
Conditions. In addition, the Company has issued 650,000 special
compensation options ("Special Compensation Options") to the Agent.
Upon the Escrow Release Conditions being met, the Special
Compensation Options will be exercisable into units of the Company
on the same terms as the units issued pursuant to the
Financing.
All securities issued pursuant to the Financing are subject to a
statutory four month hold period.
On Behalf of the Board,
Lewis Dillman, President and Director
Forward-Looking Information Cautionary Statement
This news release contains forward-looking statements relating
to the Reverse Takeover and the Financing, including the receipt of
all necessary regulatory approvals, satisfaction of all other
closing conditions in connection with all such transactions, the
resumption of the trading in the ABU common shares and other
statements that are not historical facts. Readers are cautioned not
to place undue reliance on forward looking statements, as there can
be no assurance that the plans, intentions or expectations upon
which they are based will occur. By their nature, forward-looking
statements involve numerous assumptions, known and unknown risks
and uncertainties, both general and specific, that contribute to
the possibility that the predictions, forecasts, projections and
other forward-looking statements will not occur, which may cause
actual performance and results in future periods to differ
materially from any estimates or projections of future performance
or results expressed or implied by such forward-looking
statements.
These assumptions, risks and uncertainties include, among other
things: the risk that the Reverse Takeover will not be approved by
ABU shareholders, the risk that the Escrow Release Conditions will
not be met within the requisite timelines and risks relating to the
state of the economy in general and capital markets in particular,
as well as investor interest in the business and future prospects
of ABU and SMW Gold Limited.
The forward-looking statements contained in this press release
are made as of the date of this press release. Except as required
by law, ABU disclaims any intention and assumes no obligation to
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable securities law. Additionally, ABU undertakes
no obligation to comment on the expectations of, or statements
made, by third parties in respect of the matters discussed
above.
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.
Contacts: Abenteuer Resources Corp. David Parry 604-568-0733
dparry@abuoil.com
Abenteuer Resources Corp. (TSXV:ABU)
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