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VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 20, 2013) -
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Magellan Minerals Ltd. (TSX VENTURE:MNM)(OTCQX:MAGNF) ("Magellan") is pleased to announce that it has negotiated a non-brokered private placement financing of 11,600,000 units (the "Units") of Magellan at a price of $0.10 per Unit, for gross proceeds of $1,160,000. Each Unit consists of one common share and one-half of a share purchase warrant. Each whole warrant is exercisable into one additional common share at an exercise price of $0.15 per common share for a period of 24 months from the closing date.
Directors and officers of Magellan subscribed for 8,200,000 Units in compliance with Multilateral Instrument 61-101. Magellan will rely on exemptions from the formal valuation and minority approval requirements under MI 61-101 based on a determination that neither the fair market value of the Units being issued to the related parties nor the consideration being received for such Units exceed either $2.5 million or 25% of Magellan's market capitalization. The private placement has been approved by all independent directors of Magellan.
The proceeds from the private placement will be used for general working capital purposes.
Closing of the private placement is subject to approval of the TSX Venture Exchange. All securities issued pursuant to the private placement will be subject to a four month hold period under Canadian securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Magellan also proposes to amend the terms of 3,335,000 share purchase warrants issued pursuant to a private placement on January 17, 2013, such that the exercise price of the warrants will be reduced from $0.50 per share to $0.15 per share. Pursuant to TSX Venture Exchange policies, the amended warrants will be subject to an accelerated 30 day exercise period in the event Magellan's stock price exceeds $0.1875 for 10 consecutive trading days. The term of the warrants remains otherwise unchanged, expiring on January 17, 2015. Amendment of the warrants is subject to the approval of the TSX Venture Exchange.
Magellan Minerals Ltd. (TSX VENTURE:MNM)(OTCQX:MAGNF) is a TSX Venture Exchange listed exploration and development company with two advanced gold properties in the Tapajos Province of northern Brazil. The Coringa project contains Measured and Indicated resources of 561,000oz of gold (3.2Mt @ 5.5g/t gold) and Inferred resources of 534,000oz of gold (5.5Mt @ 3.0g/t gold). The Cuiu Cuiu project contains 100,000oz of gold in the Indicated category (3.4Mt @ 1.0g/t gold) and 1,200,000oz of gold in the Inferred category (31Mt @ 1.2g/t gold).
Neither the 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.
This news release contains forward-looking statements. Forward-looking statements address future events and conditions and therefore involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. Particular risks applicable to this press release include risks associated with achieving production on the project within the parameters identified in the economic assessment, the ability of the project to generate significant cash flow to the company and earnings to the shareholders of the company, the ability of Magellan to close the private placement and the receipt of regulatory approvals. These statements are subject to risks due to regulatory, technical, economic and other factors. In addition there is no guarantee that additional exploration work will result in significant increases to resource estimates. The reader is referred to the Company's most recent annual and interim Management's Discussion and Analysis for a more complete discussion of such risk factors and their potential effects, copies of which may be accessed through SEDAR at http://www.sedar.com.
News release #2013-10