Tamerlane announces updated private placement terms

BLAINE, WA, Dec. 3 /CNW/ - Tamerlane Ventures Inc. (TAM: TSX-V) (the "Company") announced today that, subject to board and regulatory approval, the Company has updated the terms of its previously announced private placement. The Company intends to complete an offering of up to 6,111,111 units (each a "Unit") priced at C$0.18 per Unit, for aggregate proceeds of up to C$1.1 million. Each Unit will consist of one common share of the Company, one-half of a C$0.25 common share purchase warrant (each an "A Warrant"), and one-half of a C$0.32 common share purchase warrant (each a "B Warrant"). Each whole A Warrant will be exercisable to acquire an additional common share of the Company at the exercise price of C$0.25 per share and each whole B Warrant will be exercisable to acquire an additional common share of the Company at the exercise price of C$0.32 per share, and will expire 18 months following the date of closing (the "Warrant Expiry Date"), provided however, that in the event that the average closing price of the Company's common shares on the TSX-V (or such other exchange on which such shares may be listed) is equal to or greater than C$0.32 for a period of 30 consecutive trading days, the Company may, at its option, accelerate the Warrant Expiry Date by giving written notice thereof. In such case, the Warrant Expiry Date will be the twentieth day after the date on which notice of acceleration is provided by the Company.

The proceeds from the offering will be used for general corporate and working capital purposes.

Kingsdale Capital Markets Inc. ("Kingsdale") will act as agent under the private placement. As consideration for its services as agent, Kingsdale will receive a cash commission equal to 6% of the gross proceeds of the offering, excluding proceeds received from President's List subscribers, plus 2% of the gross proceeds received from President's List subscribers. Kingsdale will also be granted compensation warrants to acquire that number of Units equal to 8% of the number of Units sold, excluding President's List subscribers, exercisable at the price of C$0.18 per Unit, plus compensation warrants to acquire that number of Units equal to 2% of the Units sold to President's List subscribers, also exercisable at the price of C$0.18 per Unit.

Kingsdale will also have the option, exercisable for a period of 30 days following closing, to purchase up to an additional 15% of the Units offered to cover over-allotments and for market stabilization purposes.

Ross F. Burns, the President and CEO of the Company, and Cowan McKinney, a director of the Company, are expected to participate in the offering, and will each subscribe for approximately 4.5% (or 277,778) of the Units available thereunder. Mr. Burns and Mr. McKinney currently hold, directly or indirectly, approximately 2.9% and 0.86% of the issued and outstanding common shares of the Company, respectively, and, immediately following the completing of the offering, will be expected to hold, directly or indirectly, approximately 3.1% and 1.23% of the then issued and outstanding common shares of the Company, respectively.

All of the securities issued pursuant to the private placement will be subject to a four-month hold period.

    
    "Ross F. Burns"
    President & CEO
    

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Caution Concerning Forward-Looking Information

This press release contains forward-looking information within the meaning of applicable securities laws. We use words such as "may", "will", "should", "anticipate", "plan", "expect", "believe", "estimate" and similar terminology to identify forward-looking information. It is based on assumptions, estimates, opinions and analysis made by management in light of its experience, current conditions and its expectations of future developments as well as other factors which it believes to be reasonable and relevant. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause our actual results to differ materially from those expressed or implied in the forward-looking statements and accordingly, readers should not place undue reliance on those statements. Risks and uncertainties that may cause actual results to vary include but are not limited to the speculative nature of mineral exploration and development, including the uncertainty of reserve and resource estimates; operational and technical difficulties; the availability to the Company of suitable financing alternatives; fluctuations in zinc, lead and other resource prices; changes to and compliance with applicable laws and regulations, including environmental laws and obtaining requisite permits; political, economic and other risks arising from our activities; fluctuations in foreign exchange rates; as well as other risks and uncertainties which are more fully described in our annual and quarterly Management's Discussion and Analysis and in other filings made by us with Canadian securities regulatory authorities and available at www.sedar.com.

SOURCE TAMERLANE VENTURES INC.

For further information: For further information: Ross Burns, President and CEO, E-mail: rburns@tamerlaneventures.com, Phone: (360) 332-4653, Fax: (360) 332-4652, Website: www.tamerlaneventures.com

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TAMERLANE VENTURES INC.

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