Bonanza Resources Corporation Announces Non-Brokered Private Placement and
Announces Debt Settlement
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES. THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED IN IT. </pre> <p><span class="xn-location">DALLAS</span>, <span class="xn-chron">Nov. 8, 2010</span> /CNW/ -- Bonanza Resources Corporation (TSX.V: BRS; FRANKFURT: B4G) ("Bonanza" or the "Company") is pleased to announce a non-brokered private placement (the "Offering"), which will provide the Company with capital to fund the acquisition of interests in AleAnna Energy LLC. The Company has agreed to issue 30,000,000 units (each, a "Unit") at a price of C$0.25 per Unit for gross proceeds of C$7,500,000. Each Unit will consist of one common share of Bonanza and one half of one common share purchase warrant. Each whole warrant will entitle the holder to purchase an additional common share of Bonanza at a purchase price of C$0.40 per share for 24 months from the date of closing of the Offering, subject to a right of call by the Company under certain conditions.</p> <p/> <p>The Offering is subject to the approval of the TSX Venture Exchange (the "Exchange") and applicable securities laws in <span class="xn-location">Canada</span> and the <span class="xn-location">United States</span>. Any securities issued pursuant to the Offering will be subject to a hold periods under Canadian and/or <span class="xn-location">United States</span> laws, as applicable, and may be subject to additional Exchange resale restrictions.</p> <p/> <p>Any Units offered in the <span class="xn-location">United States</span> will only be offered to accredited investors that have been approved and qualified by Bonanza. Under no circumstances shall this press release constitute an offer to purchase or the solicitation of an offer to sell the Units or any other securities of Bonanza in any jurisdiction in which such offering, solicitation or sale would be unlawful.</p> <p/> <p>None of the securities to be offered or sold in the Offering have been or will be registered under the <span class="xn-location">United States</span> Securities Act of 1933, as amended (the "Act"), and none of them may be offered or sold in the <span class="xn-location">United States</span> absent registration or an applicable exemption from the registration requirements of the Act.</p> <pre> Debt Settlement </pre> <p>The Company also announces that it has entered into shares for debt settlement agreements with three arms-length creditors, wherein the Company proposes to issue a total of 1,094,800 units (each, a "Unit") to the creditors at a deemed price of <span class="xn-money">$0.25</span> per Unit in satisfaction of a total of <span class="xn-money">$273,700</span> of debt owed to the creditors for past services performed by them for the Company.</p> <p/> <p>Each Unit will consist of one common share of the Company (each, a "Share") and one-half of one non-transferable share purchase warrant (each, a "Warrant"). Each whole Warrant will entitle the holder to purchase one Share, at an exercise price of <span class="xn-money">$0.40</span> per Share, for a period of two years from the date of issuance of the Warrants.</p> <p/> <p>The proposed shares for debt settlement is subject to regulatory approval by the TSX Venture Exchange.</p> <pre> About Bonanza Resources Corporation: </pre> <p>Bonanza Resources Corporation is listed on the TSX.V Exchange under the symbol BRS. The Company is an independent international oil and gas company focused on the development and production of international oil and natural gas reserves.</p> <p/> <p>For further information, contact <span class="xn-person">David Russell</span>, Director of Investor Relations at (214) 699-9470</p> <pre> Disclaimer for Forward-Looking Statements </pre> <p>Statements in this news release that are not historical facts are forward-looking statements that are subject to risks and uncertainties. Words such as "expects", "intends", "plans", "may", "could", "should", "anticipates", "likely", "believes" and words of similar import also identify forward-looking statements. Forward-looking statements in this news release include statements about whether and when the proposed Offering will be approved and completed and whether the conditions to completion, including the approval of the Exchange, can be satisfied. Actual results may differ materially from those currently anticipated due to a number of factors beyond the Company's control. These risks and uncertainties include, among other things, the risk that the Offering may not be approved by the Exchange. These forward-looking statements are made as of the date of this news release and, except as required by applicable laws, the Company assumes no obligation to update these forward-looking statements, or to update the reasons why actual results differed from those projected in the forward-looking statements.</p> <p/> <p>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.</p> <pre>
For further information: For further information: David Russell, Director of Investor Relations of Bonanza Resources Corporation, +1-214-699-9470
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