DIANOR2008-02-14 10:20 ET - News Release
Mr. Daniel Duval reports
DIANOR RESOURCES ENGAGES NORTHERN SECURITIES IN CONNECTION WITH A $10 MILLION PRIVATE PLACEMENT
Dianor Resources Inc. has engaged Northern Securities Inc. for a best-efforts private placement of up to 17,142,854 units at a price of 35 cents per unit, and of up to 8,888,889 flow-through common shares at a price of 45 cents per share, for total gross proceeds to Dianor of $10-million.
Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of Dianor at a price of 45 cents for 12 months from the closing date.
Dianor has also granted Northern an option, exercisable prior to the closing of the private placement, to purchase, at the issue price of 35 cents, up to 8,571,428 additional units and, at the issue price of 45 cents, up to 4,444,444 additional flow-through shares. If the option is exercised in full, the total gross proceeds to Dianor from the placement will be $15-million.
Dianor will use the proceeds from the placement of the flow-through shares to incur Canadian exploration expenses on its Leadbetter diamond project, located northeast of Wawa, Ont. Dianor will use the net proceeds from the placement of the units for additional work on the Leadbetter diamond project, for work on other existing properties and for working capital.
As consideration for acting as agent, Dianor has agreed to pay Northern a cash commission of 7 per cent of the total proceeds from the private placement, payable upon closing. In addition, Northern will receive compensation options equal in number to 6 per cent of the total number of units and shares sold, which will entitle Northern to purchase, at an exercise price equal to 35 cents, one common share and one common share purchase warrant. The warrants comprised in the compensation options may be exercised at any time and from time to time for a period of 12 months following the closing of the proposed private placement at an exercise price of 45 cents.
Northern may appoint a selling group consisting of other registered dealers acceptable to Dianor, for the purpose of arranging for purchasers of the units and flow-through shares.
The placement will be effected pursuant to prospectus exemptions under applicable securities legislation and is expected to close on or before March 20, 2008. The placement is subject to receipt of all necessary corporate and regulatory approvals, including that of the TSX Venture Exchange, and to the signing of an agency agreement. The securities issued in the placement will be subject to a four-month hold period under applicable securities legislation and the policies of the TSX Venture Exchange.
There are currently 138,272,884 common shares of Dianor issued and outstanding.