/NOT FOR DISTRIBUTION TO UNITED
STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
CALGARY,
Dec. 10, 2012 /CNW/ - Boxxer Gold
Corp. (TSX Venture: BXX/OTC: BXXRF) ("Boxxer" or the
"Corporation"). Further to news releases dated
September 28, 2012 and October 18, 2012, Boxxer is pleased to announce
that it has completed the first tranche of its previously announced
private placement financing (the "Offering"). Pursuant
to the first tranche closing, Boxxer issued 3,323,854 units
("Units") at a price of $0.07
per Unit for aggregate gross proceeds of $232,670 and 2,463,291 flow-through units ("FT
Units) at a price of $0.08 per FT
Unit for aggregate gross proceeds of $197,063. Total gross proceeds from both
the sale of Units and FT Units was $429,733. The Corporation
anticipates closing a further tranche of the Offering in
mid-December.
Each Unit consists of one (1) common share in
the share capital of Boxxer ("Common Share") and one-half of
one (1/2) Common Share purchase warrant (each whole warrant, a
"Warrant"). Each FT Unit consists of one (1) Common
Share issued on a "flow-through" basis as defined in the Income
Tax Act (Canada) and one-half
of one (1/2) Warrant. Each whole Warrant is exercisable
into one (1) Common Share at a price of $0.12 until one (1) year from the date of
closing. Each Warrant (whether issued as part of the Units or the
FT Units) is also subject to accelerated expiry provisions such
that if any time after the completion of the Offering the closing
price of the Common Shares on the TSX Venture Exchange is at least
$0.12 per Common Share for 15
consecutive days the Corporation may give notice to the holders
that each Warrant will expire 15 business days from the date of
providing such notice.
The proceeds of the Offering will be used
primarily for additional diamond drilling on the East Breccia
copper-molybdenum project in Ontario and the Gordon Lake gold project
located in the NWT, Canada and for
general working capital purposes.
One finder acting in connection with the
Offering received a finder's fees of $4,500 and 64,287 finder's warrants. Each
finder's warrant is exercisable into one (1) Common Share
("Finder's Share") at an exercise price of $0.07 per Finder's Share for a period of one (1)
year from the date of issuance of the finder's warrants.
Closing of the Offering is subject to final
approval of the TSX Venture Exchange. The securities issued
in connection with this tranche of the Offering are subject to a
four (4) month hold period that expires on April 7, 2013.
Insiders participated in the Offering purchasing
475,000 FT Units. In relation to the insiders who
participated in the Offering, Boxxer has determined that there are
exemptions available from the various requirements of TSX Venture
Policy 5.9 and Multilateral Instrument 61-101 for the issuance of
these securities (Formal Valuation - Issuer Not Listed on Specified
Markets; Minority Approval - Fair Market Value Not More Than 25% of
Market Capitalization). No new insiders were created as a
result of this Offering.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource corporation focused on the
exploration of the Boss and Buena Vista copper projects in the
state of Nevada, the DOK
copper-gold porphyry property in Northwest B.C., and the East
Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Crescent
Peak gold-silver project in Nevada
and the Gordon Lake gold project located 110 kilometres north of
Yellowknife NWT, Canada.
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.
Forward-Looking Statements: This
news release may contain certain forward-looking information.
All statements included herein, other than statements of historical
fact, are forward-looking information and such information
involves various risks and uncertainties. There can be no
assurance that such information will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such information. There is no certainty
that a further tranche of the Offering will be completed or that
the proposed exploration drilling will intersect significant
mineralization. For any forward-looking information given,
Management has assumed that the results it has received and the
interpretation thereof are reliable, and has applied geological and
geophysical interpretation methodologies which are consistent with
industry standards. Although Management has a reasonable
basis for any conclusions drawn, actual results may differ
materially from those currently anticipated in such forward-looking
statements. Additional assumptions used to develop such
forward-looking information and a description of risk factors that
may cause actual results to differ materially from forward-looking
information can be found in Boxxer's disclosure documents on the
SEDAR website at www.sedar.com. Boxxer does not
undertake to update any forward-looking information except in
accordance with applicable securities laws.
This news release is not an offer of
securities for sale in the United
States. Securities may not be offered or sold in
the United States or to or for the
account or benefit of U.S. persons (as such terms are defined in
Regulation S under the United States Securities Act of 1933, as
amended (the "U.S. Securities Act")), absent registration or
an exemption from registration. The securities offered have not
been and will not be registered under the U.S. Securities Act or
any state securities laws and, therefore, may not be offered for
sale in the United States, except
in transactions exempt from registration under the U.S. Securities
Act and applicable state securities laws.
SOURCE Boxxer Gold Corp.