VANCOUVER, Nov. 10, 2011 /CNW/ - Network Exploration Ltd. (the "Company" or "Network") (TSX.V: NET) is pleased to announce that it is proposing to complete
a non-brokered private placement of up to 12,000,000 units (the "Units") at a price of $0.07 per Unit for gross proceeds of up to $840,000
(the "Offering"). Each Unit will consist of one common share of the Company and one
common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common
share of the Company (a "Warrant Share") for a period of 24 months from
the closing of the Offering (the "Exercise Period") at a price of $0.10 per Warrant Share for the first twelve months of
the Exercise Period and at a price of $0.15 per Warrant Share
thereafter until the expiry date.
The Units will be made available by way of a private placement exemption
to accredited investors (as such term is defined in National Instrument
45-106 - Prospectus and Registration Exemptions) in Canada and to certain other qualified investors as the Company may
All securities issued in connection with the Offering will be subject to
a statutory hold period of four months plus a day from the date of
issuance in accordance with applicable securities law legislation. The
Company may pay a finder's fee on the Offering in cash, common shares,
warrants, or a combination thereof, in the maximum amount permitted by
the policies of TSX Venture Exchange (the "Exchange").
The net proceeds from the Offering will be used by the Company for
general working capital and to fund the Company's obligations under the
option agreement between the Company and Lara Exploration Ltd. ("Lara") dated October 12, 2011 (the "Option Agreement").
The Offering is subject to a number of conditions including receipt of
all necessary corporate and regulatory approvals, including approval of
NI 43-101 Report on the Picha Property
On October 12, 2011, the Company entered into the Option Agreement with
Lara pursuant to which the Company was granted the option (the "Option") to acquire up to a 75% undivided working interest in and to certain
mineral concessions known as the Picha project located in Peru (the "Picha Property"). For further details regarding the Option Agreement, please refer to
the Company's press release dated October 19, 2011.
As required by the policies of the Exchange in connection with the
filing of the Option Agreement, the Company has completed a National
Instrument 43-101 technical report dated September 17, 2011 which has
been filed by the Company and is available on SEDAR under the Company's
profile. The technical report, entitled "Report on the Picha Property
Located in Department of Moquegua, General Sanchez Cerro Province,
Peru", was prepared by Peter G. Folk, P.Eng.
The Company is currently seeking Exchange approval of the Option
Agreement. The completion of the Option is subject to the acceptance
of the Option Agreement by the Exchange and the completion of the
Offering. There can be no assurance that the Option will be completed
as proposed or at all.
Network Exploration Ltd. is a mineral exploration company committed to
building shareholder value through the acquisition of base and precious
metal properties in North and South America.
Neither 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.
ON BEHALF OF THE BOARD OF DIRECTORS
Forward-Looking Statements: This news release contains forward-looking
statements regarding the future success of the business of the Company
that is subject to risk and uncertainties. Examples of such
forward-looking statements include, but are not limited to, statements
concerning the Company's acquisition of the interest in the Picha
Project, expectations concerning timing and success of the review of
the NI 43-101 technical report on the Picha Project and exploration
activities on the Picha project and generally, government regulation of
exploration and mining operations, indications and benefits of
exploration, drilling test work and engineering assessments,
environmental risks, title disputes or claims, and the Company's
intention to raise capital and financing. These forward-looking
statements involve known and unknown risk and uncertainties that may
cause the Company's actual results, performance or achievements to be
materially different from any future results, performance or
achievements expressed or implied in these forward-looking statements.
These risks include risks related to the closing of the transaction,
key personnel, competition, risks related to newly acquired businesses,
uncertainty and dilution as a result of additional financing and the
ability of the Company to service its current debt obligations, as well
as the risk factors described in the Company's Management Discussion
and Analysis filed on SEDAR at www.sedar.com and the risks described in
any Management Information Circular of the Company. The forward-looking
statements contained herein are made as of the date of this news
release and are expressly qualified in their entirety by this
cautionary statement. Except as required by law, the Company undertakes
no obligation to publicly update or revise any such forward-looking
statements to reflect any change in its expectations or in events,
conditions or circumstances on which any such forward-looking
statements may be based, or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking
THE TSX VENTURE EXCHANGE HAS NOT YET REVIEWED AND DOES NOT TAKE
RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THE CONTENT OF THIS NEWS
RELEASE. This news release contains certain "Forward-Looking
Statements" within the meaning of Section 21E of the United States
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical fact, included herein are forward-looking
statements that involve various risks and uncertainties. There can be
no assurance that such statements will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from the Company's expectations are
disclosed in the Company's documents filed from time to time with the
British Columbia Securities Commission and the United States Securities
& Exchange Commission.
SOURCE Network Exploration Ltd.
For further information:
please contact the office at 604-638-7363 or toll-free at 1-866-637-5138, or visit www.networkexploration.com.