/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES./
VANCOUVER, April 18 /CNW/ - Georgia Ventures Inc. (the "Company" or
"Georgia Ventures") (TSXV:GVI) 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, 42,860,000 subscription receipts (the "Subscription
Receipts") at a price of Cdn$0.70 per Subscription Receipt for aggregate gross
proceeds of Cdn$30,002,000 (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") and one half of one
whole common share purchase warrant (each a "Warrant"). Each whole Warrant
will be exercisable into a common share at a price of $0.90 for a period of
36 months from the Closing Date.
The Subscription Receipts will be deemed to be exchanged on the earlier
to occur of: (i) the Escrow Release Time; and (ii) the Final Escrow Deadline,
provided for below under the heading "Escrow and Escrow Conditions".
The Company also has agreed to grant to the Underwriters an option (the
"Underwriters' Option") to purchase up to an additional 14,300,000
Subscription Receipts ($10,100,000), 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 be Cdn$40,120,000.
Georgia Ventures plans to use the net proceeds of the Offering for the
purchase and advancement of the El Creston Project and for general working
capital purposes. The acquisition of the El Creston Project by the Company
(the "Acquisition") is described in more detail in the press release of the
Company dated March 26, 2007.
Upon the closing of the Offering, 100% of the gross proceeds of the
Offering shall be deposited in escrow (the "Escrowed Funds").
The Escrowed Funds will be released from escrow to the Company (after
deducting the Underwriter's Commission (as herein defined)) 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) the acquisition agreement shall be in a form satisfactory to the
Underwriter and all conditions precedent to the closing of the
Acquisition shall have been satisfied and no conditions precedent to
the close of the Acquisition may be waived without the written
consent of the Underwriter;
b) the completion by the Underwriter of due diligence on the Company and
the Acquisition, satisfactory to the Underwriter; and
c) receipt of all TSX Venture Exchange and shareholder approvals
required to complete the Acquisition and the issuance of the
securities described herein.
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 or before 30 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.
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 schedules to close on or about May 9, 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 Venture
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 of 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.
On behalf of the Board
(signed) "Jonathan W. George"
The TSX Venture Exchange has not reviewed and does not accept
responsibility for the adequacy and accuracy of this release.
Forward Looking Statements: The above contains forward looking statements
that are subject to a number of known and unknown risks, uncertainties and
other factors that may cause actual results to differ materially from those
anticipated in our forward looking statements. Factors that could cause such
differences include: changes in world commodity markets, equity markets, costs
and supply of materials relevant to the mining industry, change in government,
and changes to regulations affecting the mining industry. Forward-looking
statements in this release include statements regarding future exploration
programs, operation plans, geological interpretations, mineral tenure issues,
and mineral recovery processes. Although we believe the expectations reflected
in our forward looking statements are reasonable, results may vary, and we
cannot guarantee future results, levels of activity, performance, or
This News Release is not intended for distribution in the United States.
For further information:
For further information: Mr. Jonathan George, (604) 694-0005, (604)
684-9365 (FAX), Website: www.georgiaventures.com