NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
MONTREAL, Dec. 9, 2013 /CNW Telbec/ - Maudore Minerals Ltd. ("Maudore" or the "Company" - MAO: TSX Venture; MAOMF: US OTC; M6L: Frankfurt Exchange) announced
today that, in the context of the previously announced consensual
restructuring of its debts, it has filed a final short form prospectus
(the "Final Prospectus") with the securities regulatory authorities in each of the provinces
of Canada, and a corresponding post-effective amendment to its
previously filed registration statement on Form F-7 with the United
States Securities and Exchange Commission (the "SEC"), in connection with a rights offering (the "Offering") pursuant to which the Company may realize aggregate gross proceeds of
up to Cdn$4,724,152.
Subject to applicable law, each holder of record of common shares (the "Common Shares") of the capital of Maudore as of December 18, 2013, the record date
for the Offering, will receive one right (a "Right") for each Common Share held. Each Right will entitle the holder
thereof to acquire one Common Share (the "Basic Subscription Privilege") upon payment of Cdn$0.10 per Common Share (the "Subscription Price") prior to 5:00 p.m. (Montreal time) on January 10, 2014 (the "Expiry Time"). Holders of Rights who exercise their Rights in full will be entitled
to purchase, at the Subscription Price, any Common Shares that are not
otherwise subscribed for under the Offering prior to the Expiry Time,
on a pro rata basis (the "Additional Subscription Privilege").
To subscribe for Common Shares, a completed Rights certificate, together
with payment in full of the Subscription Price for each Common Share
subscribed for, must be received by the subscription agent for the
Offering, CST Trust Company (the "Subscription Agent"), prior to the Expiry Time.
The Offering is being made to holders of Common Shares in all of the
provinces of Canada and in the United States. Except in limited
circumstances, Rights certificates and Final Prospectuses will not be
mailed to holders of Common Shares resident outside of the provinces of
Canada or the United States ("Ineligible Holders"). Ineligible Holders will be sent a letter advising them that their
Rights certificates will be issued to and held by the Subscription
Agent, which will hold those Rights as agent for the benefit of all
Ineligible Holders.
Maudore will accept subscriptions from Ineligible Holders if such
Ineligible Holders furnish an investor letter satisfactory to Maudore
on or before January 3, 2014. The Company or the Subscription Agent
will provide a copy of the investor letter upon request. After January
3, 2014, the Subscription Agent will attempt, on a best effort basis,
to sell the Rights of Ineligible Holders (other than those shareholders
from whom Maudore accepts subscriptions) on the open market at such
price or prices as the Subscription Agent will determine in its sole
discretion. The Subscription Agent will mail cheques representing the
net proceeds, without interest, from such sales.
Shareholders who do not wish to exercise their Rights to buy new Common
Shares under the Offering will have the option of selling the Rights
that they receive from the Company through the facilities of the TSX
Venture Exchange (the "TSXV"). Shareholders who do not exercise all of their Rights will have their
present ownership interests in Maudore, as a percentage of the total
outstanding Common Shares, reduced as a result of the Offering.
As previously announced, Messrs. Kevin Tomlinson, George Fowlie and Greg
Struble, executive officers of the Company, have entered into a standby
purchase agreement with the Company under which they have agreed to:
(i) exercise their respective Basic Subscription Privileges in full and
thereby purchase an aggregate of 1,250,448 Common Shares; and (ii)
purchase, at the Subscription Price, an aggregate of 1,749,552 Common
Shares pursuant to the Additional Subscription Privilege, representing,
in the aggregate, gross proceeds to the Company of Cdn$300,000. In
addition, FBC Holdings S.à r.l. has agreed, at a minimum, to exercise
its Basic Subscription Privilege in full, representing additional gross
proceeds to the Company of not less than Cdn$725,400.
An application has been submitted to the TSXV to approve the listing of
the Rights and the Common Shares issuable upon the exercise of the
Rights. The Common Shares issuable upon the exercise of the Rights will
also be eligible to be quoted for trading on the OTCQX.
No securities regulatory authority has either approved or disapproved
the contents of this press release. This press release does not
constitute an offer to sell or a solicitation of an offer to buy any
securities of the Company in any jurisdiction in which such offer,
solicitation or sale would be unlawful.
This news release is not an offer of securities for sale in the United
States. The securities to be offered in the Offering described above
may not be offered or sold in the United States absent registration
under the U.S. Securities Act, or an exemption from registration.
About Maudore Minerals Ltd.
Maudore is a Quebec-based junior gold company in production, with mining
and milling operations as well as more than 22 exploration projects.
Five of these projects are at an advanced stage of development with
reported current and historical resources and mining. Currently, gold
production is ramping up at the Sleeping Giant mine. The Company's
projects span some 120 km, east-west, of the underexplored Northern
Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of
1,570 km² with the Sleeping Giant Processing Facility within trucking
distance of key development projects.
Cautionary Statement Regarding Forward-Looking Statements
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, performance and achievements of
the Company, 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 or
from shareholders, 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 continuous disclosure documents.
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.
