/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, April 17 /CNW/ - Carpathian Gold Inc. (CPN-TSX) ("Carpathian" or
the "Company") has today entered into an agreement with a syndicate of
underwriters (the "Underwriters") led by Canaccord Capital Corporation, under
which the underwriters have agreed to buy, on a bought deal private placement
basis, 22,000,000 Units of the Company (the "Units") at an issue price of
C$0.23 per Unit for gross proceeds to the Company of C$5,060,000 (the
"Offering"). Each Unit will be comprised of one common share of the Company
and one half of one common share purchase warrant (each whole warrant, a
"Warrant"). Each Warrant will entitle the holder thereof to subscribe for one
additional common share at an exercise price of C$0.33 at any time prior to
the day that is 36 months from the closing of the Offering. If the daily
volume weighted average trading price of the Company's common shares on the
TSX is greater than $0.45 per common share for a period of 20 consecutive
trading days at any time after 4 months and one day after the closing, the
Company may, within 30 days of such an occurrence, give written notice to the
holders of the Warrants that the Warrants will expire on the 30th day
following the giving of such notice unless exercised by the holders prior to
The Underwriters will also have the option to purchase up to an
additional 4,400,000 Units at the issue price for a period of up to 48 hours
prior to closing for additional gross proceeds of up to C$1,012,000.
The net proceeds of the Offering will be used for exploration and
development of the Company's mineral projects and general corporate purposes.
The Offering is expected to close on or about May 6, 2009 and is subject to
certain conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the Toronto Stock Exchange.
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.
The Units to be issued under this offering will be offered by way of
private placement exemptions in all the provinces of Canada, offshore and in
the United States on a private placement basis pursuant to applicable
exemptions from the registration requirements of the United States Securities
Act of 1933, as amended.
The Corporation is a gold development company focused on its Brazilian
and Romanian development stage properties.
Statements in this release that are forward-looking statements are
subject to various risks and uncertainties concerning the specific factors
disclosed under the heading "Risk Factors" and elsewhere in the Company's
periodic filings with Canadian securities regulators. Such information
contained herein represents management's best judgment as of the date hereof
based on information currently available. The Company does not assume the
obligation to update any forward-looking statements.
For further information:
For further information: Dino Titaro, President & CEO, Or Mike O'Brien,
Manager Investor Relations, Tel. (416) 368-7744 (CAN), Fax (416) 260-2243
(CAN), e-mail: firstname.lastname@example.org, Website: www.carpathiangold.com; Eric
Leboeuf, Investor Relations, Montreal, Tel. (514) 341-0408 or 1-866-460-0408,
Fax. (514) 341-1527, e-mail: email@example.com; Toni Vallen, Seton
Services, UK, Tel. +44 207 229 3177, e-mail: firstname.lastname@example.org