/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES OF AMERICA/
CALGARY, Nov. 13 /CNW/ - Fairmount Energy Inc. ("Fairmount" or the
"Corporation") (TSX-V: FMT) announces that pursuant to the private placement
previously announced on October 31, 2007, the underwriting syndicate led by
Dundee Securities Corporation and including Acumen Capital Finance Partners
Limited, GMP Securities L.P. and Blackmont Capital Inc. has exercised their
option to increase the offering to 3,572,000 common shares on a flow-through
basis ("Flow-Through Shares") at a price of $1.40 per share, for aggregate
gross proceeds of $5,000,800. In consideration of their services, the
Underwriters will receive a cash commission on the gross proceeds raised. The
offering is scheduled to close on November 15, 2007.
The Flow-Through Shares will be issued pursuant to prospectus exemptions
available under applicable securities legislation in Alberta, British
Columbia, Saskatchewan and Ontario. Up to 300,000 Flow-Through Shares may be
purchased by officers, directors and employees of the Corporation.
The proceeds of the offering will be used to fund the Corporation's
ongoing exploration activities. The gross proceeds from the sale of the
Flow-Through Shares will be used to incur eligible Canadian Exploration
Expenses as defined in the Income Tax Act (Canada) which will be renounced in
favor of the subscribers for the 2007 taxation year.
Closing of the offering is subject to the receipt of all requisite
regulatory and stock exchange approvals. The shares issued pursuant to the
offering will be subject to a four-month hold period from the date of the
closing of the private placement. The Flow-Through Shares have not been and
will not be registered under the U.S. Securities Act of 1933 and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of such Act.
Under the terms of the Corporation's bank operating and non-revolving
acquisition and development loans, the Corporation is required to maintain a
working capital ratio, adjusted for actual and available borrowings under the
facilities of one to one. As at September 30, 2007, the Corporation exceeded
the level set out in this covenant by approximately $500,000 and has since
received a waiver of this covenant from the bank.
Not for distribution to U.S. newswire services or for dissemination in
the United States of America.
ADVISORY: This press release contains forward-looking statements. More
particularly, this press release contains statements concerning the
anticipated closing date of the offering and the anticipated use of the
proceeds of the offering.
Although Fairmount believes that the expectations reflected in these
forward-looking statements are reasonable, undue reliance should not be placed
on them because Fairmount can give no assurance that they will prove to be
correct. Since forward-looking statements address future events and
conditions, by their very nature they involve inherent risks and
The closing of the offering could be delayed if Fairmount is not able to
obtain the necessary regulatory and stock exchange approvals on the time lines
it has planned. The offering will not be completed at all if these approvals
are not obtained or some other condition to the closing is not satisfied.
Accordingly, there is a risk that the offering will not be completed within
the anticipated time or at all.
The forward-looking statements contained in this press release are made
as of the date hereof and Fairmount undertakes no obligations to update
publicly or revise any forward-looking statements or information, whether as a
result of new information, future events or otherwise, unless so required by
applicable securities laws.
The TSX Venture Exchange Inc. does not accept responsibility for the
adequacy or accuracy of this release.
For further information:
For further information: Joseph S. Durante, President and Chief
Executive Officer, Phone: (403) 355-0440; Ryan Michaluk, Vice President
Finance and Chief Financial Officer