TORONTO, Aug. 15, 2013 /CNW/ - Laramide Resources Ltd. ("Laramide" or the "Company") (TSX/ASX:LAM) is pleased to announce that it has entered into a financing transaction
with the Canadian Special Opportunity Fund, L.P., a fund managed by The
Lind Partners Canada, LLC, (together "Lind").
On August 14, 2013, Lind subscribed for an unsecured subordinated
convertible security of Laramide in the principal amount of C$300,000
(the "Convertible Security") and 200,000 warrants. The Convertible Security bears no interest and
is convertible into 600,000 common shares of Laramide within 18 months
from the date of issuance. Each warrant will entitle Lind to convert
into one common share of Laramide, exercisable within 36 months of
issuance at C$0.75 per share. The Convertible Security can also be
redeemed by Lind at any time commencing upon the earlier of (i) the
date six (6) months following the date of the Convertible Security;
(ii) the date on which the Company terminates the Convertible Security
in accordance with its terms; or (iii) in certain other circumstances
provided for in the agreement. The Convertible Security is subject to
standard adjustments and anti-dilution provisions.
The Company also intends to enter into a definitive securities purchase
agreement (the "SPA" or the "Equity Financing") with Lind, whereby Lind will invest a minimum of C$2,700,000 up to a
maximum of C$5,250,000. Subject to certain conditions, Lind would
subscribe for, and Laramide would agree to issue and sell, a minimum of
C$2,700,000 of common shares in 18 tranches, approximately every 30
days. Lind's subscription for each tranche would be in the amount of
C$150,000 per tranche and the first tranche will be completed on
closing of the SPA. Laramide and Lind may increase the amount of each
tranche up to C$300,000, by mutual consent, increasing the maximum
amount under the SPA to C$5,250,000.
Laramide's President and Chief Executive Officer Marc Henderson stated:
"This transaction ensures Laramide's key projects will continue to be
advanced, while at the same time the flexibility of this structure
provides for near market pricing and dilution control until conditions
warrant additional funding or the potential receipt of near-term cash
flow is realized from our U.S. projects. The advanced stages of our
projects will allow us to achieve important milestones, such as an
updated economic study (PEA) on Westmoreland, completion of permitting
activities in the U.S. and an airborne survey on Rio Tinto Murphy
Farm-In tenements, without incurring significant capital commitments."
Lind is a New York-based asset management firm that selectively invests
in small- and mid-cap natural resource companies publicly traded in
Australia, Canada and the UK. The Lind team has extensive experience
investing in natural resources and has become a leading provider of
growth capital to junior companies.
The Convertible Security and underlying common shares and related
warrants were issued under exemptions from Canadian and United States
securities laws and are subject to a four month hold period. The
prospectus supplement to the base shelf prospectus (expected to be
filed shortly with the securities commission) related to the SPA (the
"Prospectus Supplement") will define all terms related to the
Convertible Security.
The Equity Financing remains subject to entering into appropriate
definitive agreements and receipt of all required approvals of the TSX
and customary exemptive relief from applicable provincial securities
commissions and all securities issuable to Lind being qualified by a
prospectus. Laramide and Lind will jointly apply for an order for this
customary exemptive relief. The SPA and the Prospectus Supplement will
be filed with the securities regulators in Ontario and a press release
describing the terms will be provided on closing.
The transaction provides for a break fee of C$150,000 payable by
Laramide in circumstances where the SPA is not entered into by a
prescribed date. Laramide also maintains the right to terminate the SPA
at any time at no cost.
For further information on Laramide, please visit www.laramide.com
About Laramide Resources:
Laramide is engaged in the exploration and development of high-quality
uranium assets. Its wholly owned uranium assets are in Australia and
the United States. Laramide's portfolio of advanced uranium projects
have been chosen for their production potential. Its flagship project,
Westmoreland, in Queensland, Australia, is one of the largest projects
currently held by a junior mining company. Its U.S. assets include La
Jara Mesa in Grants, New Mexico, and La Sal in the Lisbon Valley
district of Utah. Its portfolio also includes joint ventures in the
Northern Territory, Australia, strategic equity positions and a
portfolio of uranium royalties in the Grants Mineral District of New
Mexico.
About The Lind Partners:
The Lind Partners, LLC is a New York-based asset management firm that
manages the Canadian Special Opportunity Fund, L.P. and the Australian
Special Opportunity Fund, L.P. The Lind team has been investing in
junior natural resource companies since 2009 and has completed more
than 40 direct investment transactions for more than $415 million of
total transaction value, mainly in Australian publicly traded junior
companies in mining, oil & gas, biotech and clean tech. For more
information on The Lind Partners, please visit www.thelindpartners.com.
This press release contains forward-looking statements. The actual
results could differ materially from a conclusion, forecast or
projection in the forward-looking information. Certain material
factors or assumptions are applied in drawing a conclusion or making a
forecast or projection as reflected in the forward-looking information.
SOURCE: Laramide Resources Ltd.