Maudore Proposes a Private Placement of up to $25 million

MONTREAL, March 25, 2013 /CNW/ - Maudore Minerals Ltd. ("Maudore" or the "Company") (TSXV: MAO) (US OTC: MAOMF) (Frankfurt Exchange: M6L) is pleased to announce, further to its press release dated March 22, 2013, that it intends on proceeding with a brokered private placement of units (the "Units") on a "best efforts" basis for gross proceeds of up to $25 million (the "Private Placement"), at a price per Unit of $0.91, subject to market conditions and TSX Venture Exchange (the "TSXV") requirements. Each Unit shall be comprised of one common share of Maudore and one-half of a common share purchase warrant. Each whole warrant shall entitle its holder to subscribe for one common share during a period of two years following the date of its issuance, at a price of $1.13,  subject to market conditions and TSXV requirements. The securities issued under the Private Placement will be subject to a four-month hold period in accordance with Canadian securities laws. The net proceeds of the Private Placement shall be used to explore, develop and expand existing projects and operations, to fund corporate activities with respect to growth initiatives, and for other general and corporate purposes.

A total of approximately $13.5 million has been committed to the Private Placement (the "First Tranche"), including amounts by certain related parties to Maudore (the "Related Parties"), including the following:

  • Approximately $4 million by City Securities Limited, a corporation owned by Mr. Seager Rex Harbour, a shareholder of Maudore who controls or directs more than 10% of the total issued and outstanding common shares of Maudore; and

  • Approximately $1 million by Kevin Tomlinson, the Chairman and CEO of Maudore;

  • Certain other officers and directors, namely George Fowlie, Deputy Chairman, Ingrid Martin, Chief Financial Officer, Anne Slivitzky, Interim COO and Robert Pevenstein, Director who have committed to subscribing for, in the aggregate, approximately $110,000.

The First Tranche of the Private Placement is expected to close on or about April 11, 2013 or such other date as the Company and the agents may agree, subject to TSXV requirements, with subsequent closing dates to be determined by the Company and the agents (the "Subsequent Tranches"), all in accordance with TSXV requirements.

GMP Securities L.P. will act as lead agent in a syndicate of agents which includes Clarus Securities Inc. and Mirabaud Securities LLP, in connection with the Private Placement and will receive a cash commission of 2% of the gross proceeds from the sale of the Units under the First Tranche and a cash commission of 6% of the gross proceeds from the sale of the Units under the Subsequent Tranches. The agents shall also receive compensation options entitling them to subscribe for that number of Units equal to 6.0% of the total number of Units sold under the Private Placement, excluding Units sold under the First Tranche. The agents have been granted an option exercisable up to 48 hours prior to a closing date under the First Tranche or any Subsequent Tranche to arrange for the purchase of up to an additional 15% of the total number of Units.

The Private Placement to the Related Parties shall constitute a "related party transaction" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"), which is incorporated into TSXV Policy 5.9. In its consideration and approval of the Private Placement, the board of directors of Maudore determined that the Private Placement to the Related Parties will be exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the Private Placement to the Related Parties is not expected to exceed 25% of the market capitalization of Maudore, in accordance with sections 5.5 and 5.7 of MI 61-101.

About Maudore Minerals Ltd.

Maudore is a Quebec junior gold company with more than 23 exploration projects, of which five are at an advanced stage of exploration with reported current and historical resources.  The Company's projects span some 120 kilometers, east-west, of the underexplored Northern Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of 144,000 hectares (1,440 km2) with the Sleeping Giant Processing Facility within trucking distance of all projects.

Quebec is consistently ranked amongst the best locations worldwide for mineral exploration and development, with low cost power, proper infrastructure, mining-oriented local communities and a skilled workforce.

Cautionary Statement Regarding Forward-Looking Statements and Third Party Information

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, statements regarding the final price at which the Units will be issued under the Private Placement, future results of operations, performance and achievements of the Company, including potential property acquisitions, the timing, content, cost and results of proposed work programs, the discovery and delineation of mineral deposits/resources/reserves, geological interpretations, potential mineral recovery processes and rates, 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, failure to obtain any required shareholder approvals, 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 annual information forms and other continuous disclosure filings with securities regulators available under the Company's profile at www.sedar.com. It is recommended not to place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company does not assume any obligation to update any forward-looking statements contained in this release, except as required by applicable law.

As indicated in this press release, the price of  $0.91 per Unit under the Private Placement will depend on market conditions, subject to TSXV requirements. In that respect, the Company may publish a subsequent press release prior to the closing of the Private Placement, however at a price per Unit which could be lower or higher than the price in this press release due to market conditions, subject to TSXV requirements.

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:

CONTACTS:

Ms. Deborah Thompson
Manager, Investor & Media Relations
Email: deborah.thompson@maudore.com
(416) 918-9551 (Mobile); 514-439-0990 (Office)

Kevin Tomlinson, Chairman and CEO
Email: kevin.tomlinson@maudore.com

George Fowlie, Deputy Chairman of the Board and  Director of  Corporate Development
Email: george.fowlie@maudore.com

Profil de l'entreprise

Maudore Minerals Ltd.

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