/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
CALGARY, Dec. 10, 2012 /CNW/ - Boxxer Gold Corp. (TSX Venture: BXX/OTC: BXXRF) ("Boxxer" or the "Corporation"). Further to news releases dated September 28, 2012 and October 18, 2012, Boxxer is pleased to announce that it has completed the first tranche of its previously announced private placement financing (the "Offering"). Pursuant to the first tranche closing, Boxxer issued 3,323,854 units ("Units") at a price of $0.07 per Unit for aggregate gross proceeds of $232,670 and 2,463,291 flow-through units ("FT Units) at a price of $0.08 per FT Unit for aggregate gross proceeds of $197,063. Total gross proceeds from both the sale of Units and FT Units was $429,733. The Corporation anticipates closing a further tranche of the Offering in mid-December.
Each Unit consists of one (1) common share in the share capital of Boxxer ("Common Share") and one-half of one (1/2) Common Share purchase warrant (each whole warrant, a "Warrant"). Each FT Unit consists of one (1) Common Share issued on a "flow-through" basis as defined in the Income Tax Act (Canada) and one-half of one (1/2) Warrant. Each whole Warrant is exercisable into one (1) Common Share at a price of $0.12 until one (1) year from the date of closing. Each Warrant (whether issued as part of the Units or the FT Units) is also subject to accelerated expiry provisions such that if any time after the completion of the Offering the closing price of the Common Shares on the TSX Venture Exchange is at least $0.12 per Common Share for 15 consecutive days the Corporation may give notice to the holders that each Warrant will expire 15 business days from the date of providing such notice.
The proceeds of the Offering will be used primarily for additional diamond drilling on the East Breccia copper-molybdenum project in Ontario and the Gordon Lake gold project located in the NWT, Canada and for general working capital purposes.
One finder acting in connection with the Offering received a finder's fees of $4,500 and 64,287 finder's warrants. Each finder's warrant is exercisable into one (1) Common Share ("Finder's Share") at an exercise price of $0.07 per Finder's Share for a period of one (1) year from the date of issuance of the finder's warrants.
Closing of the Offering is subject to final approval of the TSX Venture Exchange. The securities issued in connection with this tranche of the Offering are subject to a four (4) month hold period that expires on April 7, 2013.
Insiders participated in the Offering purchasing 475,000 FT Units. In relation to the insiders who participated in the Offering, Boxxer has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these securities (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization). No new insiders were created as a result of this Offering.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource corporation focused on the exploration of the Boss and Buena Vista copper projects in the state of Nevada, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Crescent Peak gold-silver project in Nevada and the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.
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.
Forward-Looking Statements: This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, are forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. There is no certainty that a further tranche of the Offering will be completed or that the proposed exploration drilling will intersect significant mineralization. For any forward-looking information given, Management has assumed that the results it has received and the interpretation thereof are reliable, and has applied geological and geophysical interpretation methodologies which are consistent with industry standards. Although Management has a reasonable basis for any conclusions drawn, actual results may differ materially from those currently anticipated in such forward-looking statements. Additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Boxxer's disclosure documents on the SEDAR website at www.sedar.com. Boxxer does not undertake to update any forward-looking information except in accordance with applicable securities laws.
This news release is not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States or to or for the account or benefit of U.S. persons (as such terms are defined in Regulation S under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")), absent registration or an exemption from registration. The securities offered have not been and will not be registered under the U.S. Securities Act or any state securities laws and, therefore, may not be offered for sale in the United States, except in transactions exempt from registration under the U.S. Securities Act and applicable state securities laws.
SOURCE: Boxxer Gold Corp.
For further information:
For more information on Boxxer please visit our website at www.boxxergold.com or contact:
Boxxer Gold Corp.
John L. Maslanyk
Vice President & Chief Information Officer
Toll Free: 1-888-479-3596
e-mail: [email protected]