(TSXV - PXK.P)
CALGARY, Feb. 20 /CNW/ - Further to its news release of January 22, 2009,
Moneda Resources Limited ("Moneda") announces that it has set the terms of the
non-brokered private placement to finance its proposed Qualifying Transaction.
Moneda proposes to issue a minimum of 8,000,000 Units and up to a maximum of
13,000,000 Units at a price of $0.15 per Unit, to raise a minimum of
$1,200,000 and a maximum of $1,950,000. Each Unit will consist of one Common
Share and one Warrant; each Warrant will have a term of two years and will
entitle the holder to purchase one Common Share at a price of $0.17 per Share
if exercised within one year and $0.20 per Share if exercised during the
second year. This placement is non-brokered and it is not anticipated that
finders' fees will be paid; however, if a broker or other party assists Moneda
in completing the Private Placement, finders' fees may be paid to such persons
in an amount to be agreed upon between the parties, but not to exceed 10% of
the proceeds raised. If a finders' fee or commission is paid a further news
release will be issued in that regard.
The Securities issued in the Private Placement will be subject to a hold
period of 4 months from the date of issue.
The proceeds of the private placement will be used to fund the cash
portions of the purchases prices pursuant to Moneda's proposed Qualifying
Transaction (being the acquisition of Sapphire Technologies Inc., and AIW
Corrosion Engineering Inc.) and to provide Moneda with working capital. The
purchase price for Sapphire will be $925,000 payable by the issuance of
2,000,000 common shares of Moneda at $0.15 per share, $325,000 in cash and
$300,000 by a note due December 31, 2010. The purchase price for AIW will be
$640,000 to be paid by $250,000 cash, $250,000 by the issuance of 1,666,666
common shares of Moneda at $0.15 per share and $140,000 by way of a note due
December 31, 2010. If Moneda obtains the maximum subscription under the
private placement it intends to use the additional proceeds to pay down the
notes. It is anticipated that the formal agreement for both acquisitions will
be completed within the next week.
Leede Financial Markets Inc., subject to completion of satisfactory due
diligence, has agreed to act as sponsor in connection with the transaction. An
agreement to sponsor should not be construed as any assurance with respect to
the merits of the transaction or the likelihood of completion.
Completion of the transaction is subject to a number of conditions,
including but not limited to, Exchange acceptance and if applicable pursuant
to Exchange requirements, majority of the minority shareholder approval. Where
applicable, the transaction cannot close until the required shareholder
approval is obtained. There can be no assurance that the transaction will be
completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management
information circular or filing statement to be prepared in connection with the
transaction, any information released or received with respect to the
transaction may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be considered
The TSX Venture Exchange Inc. has in no way passed upon the merits of the
proposed transaction and has neither approved nor disapproved the content
of this press release.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this release.
For further information:
For further information: David Price, President of Moneda at (250)