/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES/
VANCOUVER, March 7 /CNW/ - Starfield Resources Inc. ("Starfield" or the
"Company") (TSX-V: SRU and OTCBB: SRFDF) is pleased to announce a private
placement offering consisting of up to 25,000,000 units of the Company (each a
"Unit") at a price of $0.24 per Unit and of up to 21,428,571 flow-through
common shares of the Company ("Flow-Through Shares") at a price of
$0.28 per Flow-Through Share (the "Offering"). Each Unit will consist of one
common share of the Company (a "Common Share") and one-half of one
transferable Common Share purchase warrant (a "Warrant"). Each whole Warrant
will entitle the holder to acquire one Common Share at an exercise price of
$0.30 per Common Share. The Warrants will be exercisable for 24 months
following the closing of the Offering (the "Closing Date"). In the event that
the Common Shares trade at a closing price on the TSX Venture Exchange
("TSX-V") of greater than $0.375 per share for a period of 20 consecutive
trading days at any time after four months and one day after the Closing Date,
the Company may accelerate the expiry date of the Warrants by giving notice to
the holders thereof and, in such case, the Warrants will expire on the 30th
day after the date on which such notice is given by the Company.
Mr. André J. Douchane, President and CEO of the Company, stated "I am
pleased that Starfield has commenced with this new private placement offering,
and upon completion of the offering, I am confident that we will be able to
advance our Ferguson Lake Project to the next stage."
Starfield will use the proceeds from the Offering for general exploration
expenditures and general working capital purposes.
Westwind Partners Inc., Westwind Partners (UK) Limited and Westwind
Partners (USA) Inc. (together "Westwind") will act as the lead agents for the
Offering and will offer the Units and the Flow-Through Shares on a best
efforts basis. Westwind may appoint other duly qualified agents (collectively,
with Westwind, the "Agents") to assist with the Offering. The Company will pay
the Agents a commission fee equal to 7% of the gross proceeds of the Offering.
In addition, on the Closing Date, the Company will issue non-transferable
broker warrants to the Agents entitling the Agents to collectively purchase
Common Shares in an amount up to 7% of the aggregate number of Units and
Flow-Through Shares issued pursuant to the Offering. Each broker warrant will
entitle the holder to buy one Common Share at the Unit issue price. The broker
warrants will be exercisable, in whole or in part, for a period of 24 months
following the Closing Date.
The Company has provided Westwind with an option (the "Agents' Option")
to purchase or offer for sale up to an additional 12,500,000 Units and/or
10,714,285 Flow-Through Shares, collectively not to exceed an aggregate
principal amount of $3,000,000, on the same terms and conditions as the
Offering. The Agents' Option is exercisable no later than 7:30 p.m. (Toronto
time) on the second business day prior to the Closing Date. The Closing Date
is expected to occur on or about March 22, 2007 and is subject to certain
conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX-V.
The Offering will be made available in all provinces and territories of
Canada. Units may also be sold to U.S. purchasers on a private placement basis
pursuant to exemptions from the registration requirements of the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") provided by
Rule 144A or Regulation D under the U.S. Securities Act. In the United
Kingdom, the Units will be offered to persons who are both (i) "Qualified
investors" within the meaning of Section 86(7) of the United Kingdom Financial
Services and Markets Act 2000 ("FSMA"); and acting as principals or in
circumstances where Section 86(2) FSMA applies and (ii) are within the
categories of persons referred to in Article 19 (Investment Professionals) or
Article 49 (High net worth companies, etc.) of the Financial Services and
Markets Act 2000 (Financial Promotions) Order 2005.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the Units, Common Shares, Flow-Through
Shares or Warrants (the "Securities") in the United States. The Securities
have not been and will not be registered under the U.S. Securities Act or any
state securities laws, and may not be offered or sold in the United States
without registration under the U.S. Securities Act and all applicable state
securities laws, or an exemption therefrom. Any public offering of the
Securities to be made in the United States will be made by means of a
prospectus that may be obtained from Starfield or a selling security holder
and that will contain detailed information about the Company and management,
as well as financial statements. No public offering of the Securities will be
made in the United States in connection with the above-mentioned transaction.
About Starfield: Starfield Resources Inc. is an advanced exploration and
development company focused on its Ferguson Lake
Copper-Nickel-Cobalt-Palladium-Platinum property located in Nunavut, Canada.
The Ferguson Lake property covers more than 1.3 million acres and is 100%
owned by the Company. Since 1999, Starfield has completed 132,000 metres of
diamond drilling in 359 holes. A National Instrument 43-101 technical report
dated May 15, 2006 prepared by N.C. Carter PhD., P.Eng. was filed on SEDAR and
on Starfield's website on May 25, 2006. A developing feature of this mineral
district is the significant discovery of high-grade platinum and palladium
mineralization found in the footwall to the massive sulphide deposit.
Starfield's Ferguson Lake Project is unfolding as Nunavut's largest ongoing
base and precious metal project.
On behalf of the Company,
President and CEO
Caution concerning forward-looking statements: This communication to
shareholders and the public contains certain forward-looking statements.
Forward-looking statements are generally identified by the words "expect,"
"anticipates," "believes," "intends," "estimates," "plans" and similar
expressions. Actual results may differ materially from those indicated by such
statements. Although Company management believes that the expectations
reflected in such forward-looking statements are reasonable, investors are
cautioned that all statements, other than statements of historical fact,
included herein, including, without limitation statements regarding future
production, are forward looking statements that involve various risks and
uncertainties. These risks and uncertainties include those discussed or
identified in the Company's annual report for the year ended February 28,
2006, as filed with the U.S. Securities and Exchange Commission on Form 20-F.
Among others, these include risks related to the uncertainty associated with
calculating reserves and mineralization, operating hazards in the mining
industry and the Company's inability to meet its future capital requirements.
There can be no assurance that such statements will prove to be accurate and
actual results and future events could differ materially from those
anticipated in such statements. Other than as required by applicable law, the
Company does not undertake any obligation to update or revise any
forward-looking information or statements. The TSX Venture Exchange has not
reviewed and does not accept responsibility for the adequacy or accuracy of
this press release. This press release does not constitute an offer to sell or
a solicitation of an offer to buy any of the securities in the United States.
The securities 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 state
securities laws and may not be offered or sold within the United States or to
U.S. Persons (as such terms are defined in Regulation S under the U.S.
Securities Act) unless registered under the U.S. Securities Act and applicable
securities laws or an exemption from such registration is available.
For further information:
For further information: Michael Joyner, The Equicom Group, (416)
815-0700 ext.275, email@example.com; André Douchane, Starfield
Resources Inc., (416) 671-8089, www.starfieldres.com