TORONTO, March 1, 2012 /CNW/ - Argentium Resources Inc. ("Argentium" or the "Company") announces the appointment of Union Securities Ltd. ("Union") to act as its agent, on a commercially reasonable basis, to offer, by way of a brokered private placement (the "Private Placement"), flow-through units (each, a "Flow-Through Unit") issued at a purchase price of $0.50 per Flow-Through Unit and units (each, a "Unit") issued at a purchase price of $0.50 per Unit, for aggregate gross proceeds of up to $2,000,000.
Each Flow-Through Unit will consist of one common share in the capital of the Company to be issued as a flow-through share under the provisions of the Income Tax Act (Canada) and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Unit will consist of one common share in the capital of the Company and one Warrant. Each Warrant entitles the holder thereof to purchase one non-flow-through common share of the Company at an exercise price of $0.75 per share at any time on or before 18 months after the Closing Date.
Proceeds from the Private Placement will be used to finance exploration of the Company's mineral projects and for general working capital purposes. The flow-through proceeds will be used to fund Canadian exploration expenses prior to December 31, 2012 at the latest. The Company intends to renounce the qualifying expenditures to subscribers for the year ended December 31, 2012.
In consideration for their services, the agent will be paid a commission equal to 8% of the gross proceeds from the Private Placement, payable in cash. In addition, the agents will receive agent's compensation options to acquire that number of Units equal to 10% of the number of Units and Flow-Through Units sold pursuant to the Private Placement. The agent's compensation options will be exercisable for a period of 18 months form the Closing Date at a price of $0.75 per Unit. The Company has agreed to pay certain expenses reasonably incurred by Union in connection with the Private Placement.
The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of US persons, except in certain transactions exempt from the registration requirements of the US Securities Act. This press release does not constitute an offer to sell, or the solicitation of any offer to buy, securities of the Company in the United States.
ON BEHALF OF THE BOARD
ARGENTIUM RESOURCES INC.
"John Carter" (signed)
John Carter, President
Argentium Resources Inc. is a reporting issuer in good standing in the Provinces of Ontario, British Columbia and Alberta whose common shares are listed on CNSX (Symbol: AOK). There are 45,812,277 common shares issued and outstanding in the capital of the Company and 45,853,941 outstanding on a fully diluted basis.
CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
This news release contains "forward-looking information" (within the meaning of applicable Canadian securities laws) and "forward-looking statements" (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995). Such statements or information are identified with words such as "anticipate", "believe", "expect", "plan", "intend", "potential", "estimate", "propose", "project", "outlook", "foresee" or similar words suggesting future outcomes or statements regarding an outlook. Such statements include, among others, those concerning the Company's anticipated operational plans, planned use of proceeds and activities including its plans to complete the private placement.
Such forward-looking information or statements are based on a number of risks, uncertainties and assumptions which may cause actual results or other expectations to differ materially from those anticipated and which may prove to be incorrect. Assumptions have been made regarding, among other things, management's expectations regarding its ability to complete its development work as expected. Actual results could differ materially due to a number of factors, including, without limitation, operational risks in the completion of the Company's continued development work, technical, safety or regulatory issues.
Although the Company believes that the expectations reflected in the forward-looking information or statements are reasonable, prospective investors in the Company's securities should not place undue reliance on forward-looking statements because the Company can provide no assurance that such expectations will prove to be correct. Forward-looking information and statements contained in this news release are as of the date of this news release and the Company assumes no obligation to update or revise this forward-looking information and statements except as required by law.
For further information:
John Carter, President