MONTREAL, March 25, 2013 /CNW/ - Maudore Minerals Ltd. ("Maudore" or the
"Company") (TSXV: MAO) (US OTC: MAOMF) (Frankfurt Exchange: M6L) is pleased to announce, further to its press release dated March
22, 2013, that it intends on proceeding with a brokered private
placement of units (the "Units") on a "best efforts" basis for gross
proceeds of up to $25 million (the "Private Placement"), at a price per
Unit of $0.91, subject to market conditions and TSX Venture Exchange
(the "TSXV") requirements. Each Unit shall be comprised of one common
share of Maudore and one-half of a common share purchase warrant. Each
whole warrant shall entitle its holder to subscribe for one common
share during a period of two years following the date of its issuance,
at a price of $1.13, subject to market conditions and TSXV
requirements. The securities issued under the Private Placement will be
subject to a four-month hold period in accordance with Canadian
securities laws. The net proceeds of the Private Placement shall be
used to explore, develop and expand existing projects and operations,
to fund corporate activities with respect to growth initiatives, and
for other general and corporate purposes.
A total of approximately $13.5 million has been committed to the Private
Placement (the "First Tranche"), including amounts by certain related
parties to Maudore (the "Related Parties"), including the following:
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Approximately $4 million by City Securities Limited, a corporation owned
by Mr. Seager Rex Harbour, a shareholder of Maudore who controls or
directs more than 10% of the total issued and outstanding common shares
of Maudore; and
-
Approximately $1 million by Kevin Tomlinson, the Chairman and CEO of
Maudore;
-
Certain other officers and directors, namely George Fowlie, Deputy
Chairman, Ingrid Martin, Chief Financial Officer, Anne Slivitzky,
Interim COO and Robert Pevenstein, Director who have committed to
subscribing for, in the aggregate, approximately $110,000.
The First Tranche of the Private Placement is expected to close on or
about April 11, 2013 or such other date as the Company and the agents
may agree, subject to TSXV requirements, with subsequent closing dates
to be determined by the Company and the agents (the "Subsequent
Tranches"), all in accordance with TSXV requirements.
GMP Securities L.P. will act as lead agent in a syndicate of agents
which includes Clarus Securities Inc. and Mirabaud Securities LLP, in
connection with the Private Placement and will receive a cash
commission of 2% of the gross proceeds from the sale of the Units under
the First Tranche and a cash commission of 6% of the gross proceeds
from the sale of the Units under the Subsequent Tranches. The agents
shall also receive compensation options entitling them to subscribe for
that number of Units equal to 6.0% of the total number of Units sold
under the Private Placement, excluding Units sold under the First
Tranche. The agents have been granted an option exercisable up to 48
hours prior to a closing date under the First Tranche or any Subsequent
Tranche to arrange for the purchase of up to an additional 15% of the
total number of Units.
The Private Placement to the Related Parties shall constitute a "related
party transaction" within the meaning of Multilateral Instrument 61-101
("MI 61-101"), which is incorporated into TSXV Policy 5.9. In its
consideration and approval of the Private Placement, the board of
directors of Maudore determined that the Private Placement to the
Related Parties will be exempt from the formal valuation and minority
approval requirements of MI 61-101 on the basis that the fair market
value of the Private Placement to the Related Parties is not expected
to exceed 25% of the market capitalization of Maudore, in accordance
with sections 5.5 and 5.7 of MI 61-101.
About Maudore Minerals Ltd.
Maudore is a Quebec junior gold company with more than 23 exploration
projects, of which five are at an advanced stage of exploration with
reported current and historical resources. The Company's projects span
some 120 kilometers, east-west, of the underexplored Northern Volcanic
Zone of the Abitibi Greenstone Belt and cover a total area of 144,000
hectares (1,440 km2) with the Sleeping Giant Processing Facility within trucking distance
of all projects.
Quebec is consistently ranked amongst the best locations worldwide for
mineral exploration and development, with low cost power, proper
infrastructure, mining-oriented local communities and a skilled
workforce.
Cautionary Statement Regarding Forward-Looking Statements and Third
Party Information
This release and other documents filed by the Company contain
forward-looking statements. All statements that are not clearly
historical in nature or that necessarily depend on future events are
forward-looking, and the words "intend", "anticipate", "believe",
"expect", "estimate", "plan" and similar expressions are generally
intended to identify forward-looking statements. These forward-looking
statements include, without limitation, statements regarding the final
price at which the Units will be issued under the Private Placement,
future results of operations, performance and achievements of the
Company, including potential property acquisitions, the timing,
content, cost and results of proposed work programs, the discovery and
delineation of mineral deposits/resources/reserves, geological
interpretations, potential mineral recovery processes and rates,
business and financing plans, business trends and future operating
revenues. These statements are inherently uncertain and actual
achievements of the Company or other future events or conditions may
differ materially from those reflected in the forward-looking
statements due to a variety of risks, uncertainties and other factors,
including, without limitation, financial related risks, unstable gold
and metal prices, operational risks including those related to title,
significant uncertainty related to inferred mineral resources,
operational hazards, unexpected geological situations, unfavourable
mining conditions, changing regulations and governmental policies,
failure to obtain required permits and approvals from government
authorities, failure to obtain any required approvals of the TSXV,
failure to obtain any required shareholder approvals, failure to obtain
any required financing, failure to complete any of the transactions
described herein, increased competition from other companies many of
which have greater financial resources, dependence on key personnel and
environmental risks and the other risks described in the Company's
annual information forms and other continuous disclosure filings with
securities regulators available under the Company's profile at www.sedar.com. It is recommended not to place undue reliance on forward-looking
statements as the plans, intentions or expectations upon which they are
based might not occur. The Company does not assume any obligation to
update any forward-looking statements contained in this release, except
as required by applicable law.
As indicated in this press release, the price of $0.91 per Unit under
the Private Placement will depend on market conditions, subject to TSXV
requirements. In that respect, the Company may publish a subsequent
press release prior to the closing of the Private Placement, however at
a price per Unit which could be lower or higher than the price in this
press release due to market conditions, subject to TSXV requirements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this release.
SOURCE: Maudore Minerals Ltd.
Ms. Deborah Thompson
Manager, Investor & Media Relations
Email: deborah.thompson@maudore.com
(416) 918-9551 (Mobile); 514-439-0990 (Office)
George Fowlie, Deputy Chairman of the Board and Director of Corporate Development
Email: george.fowlie@maudore.com