Maudore Files a Preliminary Short Form Prospectus for its Rights Offering

NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

MONTREAL, Nov. 25, 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 preliminary short form prospectus with the securities regulatory authorities in each of the provinces of Canada, and a corresponding registration statement on Form F-7 with the United States Securities and Exchange Commission (the "SEC"), in connection with a proposed 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 a record date to be determined at the time of the filing of the final prospectus in connection with the Offering (the "Final Prospectus") 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"). The Offering will be open for exercise for 21 days from the date of mailing of the Final Prospectus. 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 of the Offering, on a pro rata basis (the "Additional Subscription Privilege").

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 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.

Messrs. Kevin Tomlinson, George Fowlie and Greg Struble, executive officers of the Company, (collectively, the "Standby Purchasers") 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. ("FBC") 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 TSX Venture Exchange (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.

As a result of the Offering, adjustments will be made to the Company's outstanding share purchase warrants (the "Warrants") such that, upon exercise of each Warrant, in addition to the Common Share which the holder thereof would otherwise be entitled to acquire, such holder will also be entitled to acquire a second Common Share at a supplemental price of Cdn$0.10.

The Offering is subject to regulatory approval, including that of the TSXV.

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.

For further information:

Greg Struble
President and CEO
Email: greg.struble@maudore.com
+1 647 927 0239

George Fowlie
Deputy Chairman of the Board and Director of Corporate Development
Email: george.fowlie@maudore.com
+1 416 587 9801

Claudine Bellehumeur
Chief Financial Officer
Email: cbellehumeur@aurbec.com
+1 819 825 4343

Profil de l'entreprise

Maudore Minerals Ltd.

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