/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
CALGARY, Dec. 10, 2012 /CNW/ - Boxxer Gold Corp. (TSX Venture: BXX/OTC: BXXRF) ("Boxxer" or the "Corporation"). Further to news releases dated September 28, 2012 and October 18,
2012, Boxxer is pleased to announce that it has completed the first
tranche of its previously announced private placement financing (the "Offering"). Pursuant to the first tranche closing, Boxxer issued 3,323,854
units ("Units") at a price of $0.07 per Unit for aggregate gross proceeds of $232,670
and 2,463,291 flow-through units ("FT Units) at a price of $0.08 per FT Unit for aggregate gross proceeds of
$197,063. Total gross proceeds from both the sale of Units and FT
Units was $429,733. The Corporation anticipates closing a further tranche of the Offering in
Each Unit consists of one (1) common share in the share capital of
Boxxer ("Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole
warrant, a "Warrant"). Each FT Unit consists of one (1) Common Share issued on a
"flow-through" basis as defined in the Income Tax Act (Canada) and one-half of one (1/2) Warrant. Each whole Warrant is
exercisable into one (1) Common Share at a price of $0.12 until one (1)
year from the date of closing. Each Warrant (whether issued as part of
the Units or the FT Units) is also subject to accelerated expiry
provisions such that if any time after the completion of the Offering
the closing price of the Common Shares on the TSX Venture Exchange is
at least $0.12 per Common Share for 15 consecutive days the Corporation
may give notice to the holders that each Warrant will expire 15
business days from the date of providing such notice.
The proceeds of the Offering will be used primarily for additional
diamond drilling on the East Breccia copper-molybdenum project in
Ontario and the Gordon Lake gold project located in the NWT, Canada and
for general working capital purposes.
One finder acting in connection with the Offering received a finder's
fees of $4,500 and 64,287 finder's warrants. Each finder's warrant is
exercisable into one (1) Common Share ("Finder's Share") at an exercise price of $0.07 per Finder's Share for a period of one
(1) year from the date of issuance of the finder's warrants.
Closing of the Offering is subject to final approval of the TSX Venture
Exchange. The securities issued in connection with this tranche of the
Offering are subject to a four (4) month hold period that expires on
April 7, 2013.
Insiders participated in the Offering purchasing 475,000 FT Units. In
relation to the insiders who participated in the Offering, Boxxer has
determined that there are exemptions available from the various
requirements of TSX Venture Policy 5.9 and Multilateral Instrument
61-101 for the issuance of these securities (Formal Valuation - Issuer
Not Listed on Specified Markets; Minority Approval - Fair Market Value
Not More Than 25% of Market Capitalization). No new insiders were
created as a result of this Offering.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource corporation focused on the
exploration of the Boss and Buena Vista copper projects in the state of
Nevada, the DOK copper-gold porphyry property in Northwest B.C., and
the East Breccia copper-silver-molybdenum property in Ontario. Boxxer
also has the Crescent Peak gold-silver project in Nevada and the Gordon
Lake gold project located 110 kilometres north of Yellowknife NWT,
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.
Forward-Looking Statements: This news release may contain certain forward-looking information.
All statements included herein, other than statements of historical
fact, are forward-looking information and such information involves
various risks and uncertainties. There can be no assurance that such
information will prove to be accurate, and actual results and future
events could differ materially from those anticipated in such
information. There is no certainty that a further tranche of the
Offering will be completed or that the proposed exploration drilling
will intersect significant mineralization. For any forward-looking
information given, Management has assumed that the results it has
received and the interpretation thereof are reliable, and has applied
geological and geophysical interpretation methodologies which are
consistent with industry standards. Although Management has a
reasonable basis for any conclusions drawn, actual results may differ
materially from those currently anticipated in such forward-looking
statements. Additional assumptions used to develop such
forward-looking information and a description of risk factors that may
cause actual results to differ materially from forward-looking
information can be found in Boxxer's disclosure documents on the SEDAR
website at www.sedar.com. Boxxer does not undertake to update any forward-looking information
except in accordance with applicable securities laws.
This news release is not an offer of securities for sale in the United
States. Securities may not be offered or sold in the United States or
to or for the account or benefit of U.S. persons (as such terms are
defined in Regulation S under the United States Securities Act of 1933,
as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The
securities offered have not been and will not be registered under the
U.S. Securities Act or any state securities laws and, therefore, may
not be offered for sale in the United States, except in transactions
exempt from registration under the U.S. Securities Act and applicable
state securities laws.
SOURCE: Boxxer Gold Corp.
For further information:
For more information on Boxxer please visit our website at www.boxxergold.com or contact:
Boxxer Gold Corp.
John L. Maslanyk
Vice President & Chief Information Officer
Toll Free: 1-888-479-3596