NORTHERN FINANCIAL CORPORATION
TORONTO, Feb. 2 /CNW/ - Northern Securities Inc. ("Northern
Securities"), a wholly owned subsidiary of Northern Financial
Corporation (TSX:NFC), is pleased to announce that it has accepted an
invitation to participate in a syndicate to raise up to $30,000,000 in
an offering of special warrants for Royal Coal Corp. (TSXV:RDA) ("Royal
Coal") on a best efforts basis (the "Offering"). The syndicate will be
led by Cormark Securities Inc. and also include Haywood Securities Inc.
(including Northern Securities, collectively, the "Agents"). Royal Coal
has also granted to the Agents an option, exercisable at any time prior
to the closing of the Offering, to sell up to an additional 15% of the
Special Warrants sold under the Offering for additional gross proceeds
of approximately $4.5 million (the "Agents' Option").
Royal Coal is a coal exploration and production company, headquartered
in Toronto, Ontario, Canada with a regional office in Hazard, Kentucky,
U.S.A. whose primary business focus is developing producing surface
coal mining operations in the Central Appalachian coal producing region
of the United States, which includes parts of West Virginia, Virginia,
Kentucky, Ohio, and Tennessee.
Pursuant to the Offering, the Agents will offer the Special Warrants at
a price of $0.25 per Special Warrant for gross proceeds of up to $34.5
million, assuming full exercise of the Agents' Option. Upon the
exercise or deemed exercise thereof, each Special Warrant will entitle
the holder to receive one unit (a "Unit") without payment of any
additional consideration. Each Unit will consist of one common share of
Royal Coal (a "Common Share") and one-half of one Common Share purchase
warrant (each whole warrant a "Warrant"). Each Warrant will entitle the
holder to acquire one Common Share at a price of $0.335 per Common
Share for a period of two years following the date of closing of the
Offering, subject to adjustment as described below.
Royal Coal will use its commercially reasonable best efforts to file a
prospectus qualifying the distribution of the Common Shares and
Warrants and to have a receipt for a final prospectus issued by the
securities commissions in Canada on or before the date which is 60 days
following the closing of the Offering (the "Clearance Date"). In the
event that Royal Coal has not received a receipt for a final prospectus
on or before the Clearance Date, the exercise period of the Warrants
will be extended from two years to five years from the date of closing
of the Offering.
The net proceeds of the Offering will be used to fund asset
acquisitions, capital expenditures to expand operations, debt repayment
and for general corporate and working capital purposes. The Offering is
expected to close on or about February 23, 2011 and is subject to
certain conditions including, but not limited to, the receipt of all
necessary regulatory approvals, including the approval of the TSX
The securities offered have not been, and will not be, registered under
the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act")
or any U.S. state securities laws, and may not be offered or sold in
the United States or to, or for the account or benefit of, United
States persons absent registration or any applicable exemption from the
registration requirements of the U.S. Securities Act and applicable
U.S. state securities laws. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy securities in the
United States, nor shall there be any sale of these securities in any
jurisdiction in which such offer, solicitation or sale would be
About Northern Financial Corporation
Northern Financial Corporation ("Northern Financial") wholly owns
Northern Securities, a full service investment dealer that provides
financial advisory services to retail and institutional clients and
investment banking services to small capitalization companies.
The Toronto Stock Exchange does not accept responsibility for the
adequacy or accuracy of this news release. This press release may
contain forward-looking statements with respect to the Company, its
operations, strategy, financial performance and condition. These
statements generally can be identified by use of forward-looking words
such as "may", "will", "expect", "estimate", "anticipate", "intends",
"believe" or "continue" or the negative thereof or similar variations.
The actual results and performance of Northern Financial discussed
herein could differ materially from those expressed or implied by such
statements. Such statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations.
Important factors that could cause actual results to differ materially
from expectations include, among other things, general economic and
market factors, competition, changes in government regulations and the
factors described under "Risk Factors" in the Management's Discussion
and Analysis and Annual Information Form of Northern Financial which
are available at www.sedar.com. The cautionary statements qualify all forward-looking statements
attributable to Northern Financial and persons acting on their behalf.
Unless otherwise stated, all forward-looking statements speak only as
of the date of this press release and Northern Financial has no
obligation to update such statements.
SOURCE Northern Financial Corporation
For further information:
Chairman and Chief Executive Officer
Northern Securities Inc.
Fax: (416) 644-0271