/NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES/
VANCOUVER, June 14 /CNW/ - Luna Gold Corp. (TSXV:LGC) ("Luna" or the "Company") is pleased to announce that it has completed its non-brokered private placement financing of 58,930,915 special warrants of the Company (the "Special Warrants"), for gross proceeds of approximately Cdn$33,001,312 (the "Offering"). Each Special Warrant was sold at a price of $0.56 per Special Warrant and will entitle the holder thereof to receive one unit of the Company (a "Unit") on the exercise or deemed exercise of the Special Warrant, each Unit being comprised of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of Cdn$0.80 until June 14, 2011, subject to adjustment in certain events.
Until a receipt is issued for the final prospectus, qualifying the distribution of the Units, if any, the Special Warrants (and any Unit Shares and Warrants issued on exercise thereof) will be subject to a four month hold period under applicable Canadian securities laws. An aggregate of up to Cdn$1,247,727 Finder's Fee is payable to certain finders who introduced investors resident in jurisdictions outside Canada to the Company in connection with the Offering.
The Company intends to use the net proceeds of the Offering to advance the Company's exploration programs at the Aurizona Main and Regional targets, to complete a NI 43-101 compliant resource estimate at the Cachoeira property (which is targeted to be released in the third quarter of 2010) and to provide additional working capital at the Aurizona gold operation.
As part of the Offering, Pacha Minerals Investment Limited ("Pacha"), a company controlled by Mr. Luis Baertl, a director of the Company, subscribed for 13,000,000 Special Warrants, at a price of Cdn$0.56 per Special Warrant. Taking into account the exercise or deemed exercise of the Special Warrants the Company now has 418,018,152 common shares issued and outstanding. The 13,000,000 Unit Shares acquired by Pacha through the purchase of Special Warrants represents 3.1% of such outstanding shares. Mr. Baertl now owns or exercises control or direction over 43,174,400 common shares representing approximately 10.3% of the issued and outstanding common shares of Luna. Through the exercise or deemed exercise of Special Warrants, Mr. Baertl also beneficially holds 6,500,000 Warrants. Mr. Baertl also holds 700,000 options to purchase common shares of Luna. Assuming the exercise of all of his convertible securities Mr. Baertl's holdings would be approximately 11.84% of the issued and outstanding shares of the Company on a partially diluted basis. Mr. Baertl acquired the Special Warrants for investment purposes only and may in the future increase or decrease his ownership of securities of the Company from time to time depending upon the business and proposals of the Company and future market conditions.
About Luna Gold Corp.
Luna is a mineral exploration and development company engaged in the acquisition, exploration, and development of gold resources and advanced stage gold exploration projects in Brazil. The Company is currently commissioning its Aurizona gold project in Maranhão, Brazil.
On behalf of the Board of Directors
LUNA GOLD CORP.
Jim Bahan - CEO
NEITHER THE TSX VENTURE EXCHANGE (NOR ITS REGULATORY SERVICE PROVIDER) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
This press release contains forward-looking statements under Canadian securities legislation. Forward looking statements include, but are not limited to, statements with respect to the likelihood a prospectus will be filed on time or at all resulting in the conversion of the special warrants before four months and a day from the closing date the proposed use of proceeds, receipt of regulatory approval; Luna's properties' potential and timetable;, Luna's ability to raise additional funds necessary; the future price of gold; the estimation of mineral reserves and mineral resources; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; costs of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Luna to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: timing and availability of external financing on acceptable terms; unexpected events and delays during construction, expansion and start-up; variations in ore grade and recovery rates; receipt and revocation of government approvals; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of ferrovanadium; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. Although management of the Luna has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. Investors should review review the risk factors identified in Luna's latest annual information form and other continuous disclosure filings on SEDAR. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Luna does not undertake to update any forward looking statements, except in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States.
The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE LUNA GOLD CORP.
For further information: For further information: Investor Relations, at (604) 689-7317 or toll free, at 1-866-689-7317