Trading Symbol: ADA: TSXV; ADAIF: OTCQX
HALIFAX, Feb. 28, 2013 /CNW/ - Acadian Mining Corporation ("Acadian" or the "Company") is pleased to announce that it has negotiated, subject to regulatory
approval, a non-brokered private placement for aggregate proceeds of
$900,000 ("Private Placement"). The Company intends to use the proceeds of the Private Placement to
further develop its core assets and for general working capital.
On February 28, 2013, Acadian entered into Subscription Agreements with
each of LionGold Corp. Ltd. ("LionGold"), Igneous Capital Ltd. ("Igneous") and Nelson Fernandez, pursuant to which Acadian agreed to issue an
aggregate of 10 million shares at C$0.09 per share for total
consideration of C$900,000. Each of Igneous and Mr. Fernandez
presently own 10,783,145 common shares of the Company (19.9% each) and
Igneous holds $180,000 of convertible debentures of the Company, which
debentures are due on June 2013 and are convertible into up to
1,500,000 shares of the Company at a conversion rate of $0.12 per
share. Each of Igneous and Mr. Fernandez have agreed to acquire two
million shares on the Private Placement with the result that they will
each hold an aggregate of 12,783,145 of the Company's issued and
outstanding shares following the closing (19.92% each). LionGold has
agreed to acquire six million common shares of the Company on the
Private Placement, which will represent 9.35% of the issued and
outstanding common shares of the Company following closing. LionGold
is not currently a shareholder of the Company.
Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI-61-101") and the Policies of the TSX Venture Exchange ("TSXV"), both Igneous and Mr. Fernandez are considered "related parties" of
the Company. As a result, the share issuances to each of them pursuant
to the Private Placement will constitute a "related party transaction"
within the meaning of MI-61-101 and TSXV Policies. The Company is
relying upon the exemptions from the formal valuation and minority
shareholder approval requirements in relation to the Private Placement
on the basis that neither the fair market value of the subject matter
of, nor the fair market value of the consideration for, the Private
Placement exceeds 25% of the Company's market capitalization calculated
in accordance with MI-61-101.
The Private Placement is contingent on a number of conditions precedent,
including approval from the TSXV. Acadian is optimistic that all
conditions precedent will be met shortly. It is anticipated that a
material change report in connection with the Private Placement will be
filed less than 21 days before the closing of the Private Placement.
Acadian believes this shorter period is reasonable and necessary in the
circumstances as the Company wishes to complete the Private Placement
in a timely manner. There will be no new control person or insider of
the Company as a result of the Private Placement.
The board of directors of Acadian had previously instructed management
of the Company to seek sources of working capital for the Company and
is pleased that two of the Company's existing shareholders are willing
to participate in the Private Placement. Management consulted with
each of the members of the board of directors individually in
connection with the proposed Private Placement and the board's decision
to proceed was unanimous, with William Bush, who is a director of
Igneous, abstaining with respect to the portion of the Private
Placement taken by Igneous.
The shares to be issued pursuant to the Private Placement will be
subject to a statutory hold period of four months and one day. No
finder's fees or commissions will be paid in connection with the
Forward Looking Statements
Certain information regarding Acadian contained herein may constitute
forward-looking statements within the meaning of applicable securities
laws. Forward-looking statements may include estimates, plans,
expectations, opinions, forecasts, projections, guidance, or other
statements that are not statements of fact. Although Acadian believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove
to have been correct. Acadian cautions that actual performance will be
affected by a number of factors, many of which are beyond Acadian's
control, and that future events and results may vary substantially from
what Acadian currently foresees. Discussion of the various factors
that may affect future results is contained in Acadian's Annual
Information Form dated March 29, 2012, which is available at www.SEDAR.com. Acadian's forward looking statements are expressly qualified in their
entirety by this cautionary statement.
About the Company
Acadian is a Halifax, Nova Scotia, based company with several gold
projects located in Atlantic Canada. The Company also owns barite
properties on Cape Breton Island, Nova Scotia. Acadian's primary focus
is centered on exploration and development of its two core gold
deposits, namely the Fifteen Mile Stream and Beaver Dam Projects.
For additional information on Acadian's properties and activities,
please visit its web site at: www.acadianmining.com.
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: ACADIAN MINING CORPORATION
For further information:
Grant Ewing, President and Chief Executive Officer
(902) 444-7779 Toll Free: (877) 444-7774
Halifax, Nova Scotia