/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, April 10 /CNW/ - Aura Gold Inc. (the "Company" or "Aura Gold")
(TSX:ORA) is pleased to announce that it has entered into an agreement with a
syndicate led by Canaccord Capital Corporation (the "Underwriters"), which
have agreed to purchase, on an underwritten private placement basis,
87,500,000 subscription receipts (the "Subscription Receipts") at a price of
Cdn$0.80 per Subscription Receipt for aggregate gross proceeds of
Cdn$70,000,000 (the "Base Offering").
Each Subscription Receipt shall be deemed to be exchanged, without
payment of any additional consideration and subject to adjustment, for one (1)
common share of the Company (each an "Underlying Share") on the earlier to
occur of: (i) the Escrow Release Time (as defined below); and (ii) the Final
Escrow Deadline (as defined below), in respect of the Subscription Receipts
which remain outstanding after giving effect to the return of the Escrowed
Funds (as herein defined) provided for below.
The Company also has agreed to grant to the Underwriters an option (the
"Underwriters' Option") to purchase up to an additional 37,500,000
Subscription Receipts, at the issue price per Subscription Receipt and on the
same terms and conditions as under the Base Offering, exercisable any time, in
whole or in part, up to 48 hours prior to the Closing Date (as defined below)
(together with the Base Offering, the "Offering"). If the Underwriters' Option
is exercised in full, the total additional gross proceeds to the Company will
Aura Gold plans to use the net proceeds of the Offering to advance the
Arapiraca Project located in Brazil, for the exploration and development of
the Company's mineral projects, including the Arapiraca Project, and for
general corporate working capital purposes. The acquisition of the Arapiraca
Project by the Company (the "Acquisition") is described in more detail in the
press release of the Company dated April 3, 2007.
Upon the closing of the Offering, 25% of the gross proceeds of the
Offering shall be delivered to the Company, with the remaining 75% (the
"Escrow Ratio") of the gross proceeds of the Offering to be deposited in
escrow (the "Escrowed Funds").
The Escrowed Funds will be released from escrow to the Company (after
deducting the applicable Underwriters' commission) contemporaneously with the
closing of the Acquisition (the "Escrow Release Time"), provided that the
following conditions (the "Escrow Release Conditions") have been satisfied
before the Escrow Release Time:
a) all conditions precedent to the closing of the Acquisition shall have
been satisfied or waived to the satisfaction of the Underwriter,
acting reasonably; and
b) to the extent required in accordance with the rules of the Toronto
Stock Exchange (the "TSX"), the Acquisition and the issuance of the
Underlying Shares pursuant to the Offering, shall have been approved
by the shareholders of the Company.
In the event that either (i) the Escrow Release Conditions are not
satisfied by the Escrow Release Time, or (ii) the closing of the Acquisition
does not occur on before 115 days after the Closing Date (the "Final Escrow
Deadline"), the Escrowed Funds, plus any accrued interest earned thereon,
shall be returned pro rata to each holder of the Subscription Receipts in
exchange for that number of Subscription Receipts held by such holder
multiplied by the Escrow Ratio.
The Subscription Receipts will be offered in each of the provinces of
Canada, offshore jurisdictions, and in the United States on a private
placement basis pursuant to an exemption from the requirements of the United
States Securities Act of 1933, as amended. Subject to restrictions in respect
of sales from control blocks, the Subscription Receipts and the Underlying
Shares will be subject to a four month hold period in Canada.
The Offering is scheduled to close on or about May 1, 2007 (the "Closing
Date") and is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals including the approval of the TSX.
This news release is intended for distribution in Canada only and is not
intended for distribution to United States newswire services or dissemination
in the United States. The securities being offered have not, nor will they be
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements. This release does not constitute an
offer for sale of securities in the United States.
About Aura Gold Inc.
Aura Gold Inc. (TSX:ORA) is a Canadian exploration company focused on the
acquisition and development of mineral deposits in Brazil and South America.
Aura Gold's current projects are the Cumaru, the Inaja Greenstone Belt and the
North Carajas Claims, which total approximately 600,000 hectares in the
Carajas Metallogenic Province of north central Brazil. The planned acquisition
and development of the Arapiraca gold/copper/iron ore project is part of an
ongoing strategy to build Aura Gold into a mid-tier producer in the near term.
No stock exchange, securities commission or other regulatory authority
has approved or disapproved the information contained herein. This news
release includes certain "forward-looking statements". All statements other
than statements of historical fact included in this release, including without
limitation, statements regarding potential mineralization and reserves,
exploration results, future plans and objectives of Aura Gold, 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 Aura Gold's expectations are the risks detailed herein and
from time to time in the filings made by Aura Gold with securities regulators.
For further information:
For further information: please visit the Aura Gold web site at
www.auragoldinc.com or contact: Patrick Downey, President & CEO, Tel: (416)
363-8238, Email: firstname.lastname@example.org; Steve Dawson, Vice President,
Corporate Development, Tel: (416) 363-8238, Email: email@example.com