Acadian's Annapolis arranges 20 million unit finanAcadian's Annapolis arranges 20 million unit financing
Acadian Mining Corp (C:ADA)
Shares Issued 142,312,907
Last Close 5/23/2008 $0.61
Monday May 26 2008 - News Release
Mr. G. William Felderhof reports
ACADIAN MINING CORPORATION ANNOUNCES PRIVATE PLACEMENT BY ANNAPOLIS GOLD CORPORATION
Acadian Mining Corp. is pleased to announce today that Annapolis Gold Corporation ("Annapolis") has entered into an agreement with Desjardins Securities Inc. ("Desjardins"), as lead agent, and including Canaccord Capital Corporation, Bieber Securities Inc., Fraser MacKenzie, Integral Wealth Securities Limited and Acadian Securities Incorporated as syndicate members, in connection with a marketed private placement of up to 20 million units of Annapolis ("Units") at $1.00 per Unit (the "Offering"). Each Unit will consist of one common share of Annapolis (a "Common Share") and one-half of one common share purchase warrant of Annapolis (a "Warrant"). One whole Warrant will entitle the holder to subscribe for one Common Share at $1.20 at anytime prior to the date that is 18 months from the closing of the Offering. Annapolis is the new company into which Acadian intends to "spin out" its gold assets under a statutory plan of arrangement ("Arrangement"). The Offering is anticipated to close on the "Effective Date" of the Arrangement, which is currently expected to occur on June 27, 2008, assuming all necessary shareholder, court and regulatory approvals are obtained.
Annapolis has granted an over-allotment option ("Over-Allotment Option") to the syndicate of agents ("Agents") to purchase up to an additional 15% of the Units sold under the Offering at $1.00 at any time up to 5 p.m. (Montreal time) on the day which is 30 days following the Closing.
The Agents will receive a cash commission equal to 7% of the proceeds of the Offering and the exercise of the Over-Allotment Option and that number of broker warrants ("Broker Warrants") equal to 6% of the number of Units sold. Each Broker Warrant will entitle the holder to acquire one Common Share at $1.20 for a period of 18 months from the date of issuance of the Broker Warrants.
As disclosed in Acadian's News Release 05-08 on April 18, 2008, if the Arrangement proceeds, it will result in shareholders of Acadian receiving one Common Share of Annapolis for every four common shares of Acadian they hold on the "Distribution Date" and Annapolis will own all of the gold assets to be spun-out to it, including Acadian's four advanced stage exploration properties (Beaver Dam, Tangier, Forest Hill and Goldenville). For details, see Acadian's News Release No. 05-08, April 18, 2008 and the Management Information Circular recently mailed to shareholders and filed on SEDAR. Shareholders of Acadian are being asked to approve this corporate restructuring at the Corporation's Annual and Special Meeting scheduled for June 9, 2008.
The net proceeds of the offering and any proceeds of the overallotment option, if exercised, will be used by Annapolis to advance the Beaver Dam, Tangier, Goldenville and Forest Hill programs and for general corporate purposes.
Subscriptions for units under the offering will be conditional upon the arrangement being approved and taking effect prior to the closing and upon the common shares of Annapolis, including the common shares underlying the units and the broker warrants, being conditionally approved for listing on the Toronto Stock Exchange prior to the closing.
) 2008 Canjex Publishing Ltd.