/Not for distribution in the United States or with U.S. newswire
TORONTO, July 9 /CNW/ - Odyssey Resources Limited (TSX-V: ODX) ("Odyssey"
or the "Corporation") is pleased to announce that it plans to complete the
previously announced non-brokered private placement (the "Private Placement")
for aggregate gross proceeds of $4.5 million on or before July 30th 2008 (see
press release of May 23, 2008).
The Corporation is also pleased to announce that it received
disinterested shareholder approval in respect of the Private Placement and the
creation of Dundee Resources Limited ("Dundee Resources") as a new "Control
Person" of the Corporation.
As the Corporation has received the requisite disinterested shareholder
approval, the Corporation will issue common shares ("Common Shares") as
opposed of subscription receipts in connection with the Private Placement.
Pricing of the Common Shares issued in connection with the Private Placement
will remain unchanged at $0.25 per Common Share. The Corporation expects that,
in connection with the Private Placement, Dundee Resources and/or its
affiliates or associates shall subscribe for up to 10,000,000 Common Shares
for an aggregate subscription amount of up to $2.5 million. It is also
expected that other insiders of the Corporation will subscribe, as part of the
Private Placement, for up to 2,400,000 Common Shares for an aggregate
subscription amount of up to $600,000.
The proceeds from the sale of the Subscription Receipts shall be used to
repay the outstanding principal amount, interest and corresponding financing
fee owing in connection with a credit agreement between the Corporation and
Dundee Resources in the aggregate amount of approximately $530,000. The
remainder of the net proceeds will be used for general corporate and working
capital purposes. The proceeds of the Private Placement will not be subject to
any escrow conditions.
The Corporation has agreed to pay a finders' fee equal to 6% of the gross
proceeds of the Offering (other than in respect of sales to Dundee Resources
and insiders of the Corporation).
All securities issued in connection with the Private Placement are
subject to a hold period expiring four months and one day from the closing
date. The Private Placement is subject to the acceptance of the TSX Venture
Pursuant to Multilateral Instrument 61-101 ("MI 61-101"), the
participation of Dundee Resources and other insiders of the Corporation in the
Private Placement constitutes a "related party transaction". Accordingly the
Corporation was required to obtain majority approval of the disinterested
shareholders for the Private Placement. The Corporation is exempt from the
formal valuation requirement of MI 61-101 in connection with the Private
Placement in reliance on section 5.5(c) of MI 61-101 as no securities of the
Corporation are listed or quoted for trading on the Toronto Stock Exchange,
the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock
market or a stock exchange outside of Canada and the United States. See Press
Release of the Corporation dated May 23, 2008 for further details.
About Odyssey Resources
Odyssey Resources Limited is a Canadian-based junior exploration company
whose main focus has been in Morocco. Odyssey's shares trade on the TSX
Venture Exchange under the symbol "ODX".
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. Although we believe the expectations reflected in
our forward-looking statements are reasonable, results may vary, and we cannot
guarantee future results.
The TSX Venture Exchange does not accept responsibility for the adequacy
or accuracy of this news release.
For further information:
For further information: please refer to Odyssey's website
www.odysseyresources.com or contact: Murray John, Chief Executive Officer,
Odyssey Resources Limited, Tel: (416) 203-9699, 101-50 Richmond Street East,
Toronto, ON, M5C 1N7