/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Nov. 12 /CNW/ - Carpathian Gold Inc. (CPN-TSX) ("Carpathian" or the "Company") has today entered into an agreement with a syndicate of underwriters (the "Underwriters") led by Canaccord Capital Corporation, under which the underwriters have agreed to buy, on a bought deal private placement basis, 15,200,000 Units of the Company (the "Units") at an issue price of C$0.33 per Unit for gross proceeds to the Company of C$5,016,000 (the "Offering"). Each Unit will be comprised of one common share of the Company and one half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder thereof to subscribe for one additional common share at an exercise price of C$0.45 at any time prior to the day that is 24 months from the closing of the Offering.
The Underwriters will also have the option to purchase up to an additional 6,100,000 Units at the issue price for a period of up to 48 hours prior to closing for additional gross proceeds of up to C$2,013,000.
The net proceeds of the Offering will be used for exploration and development of the Company's mineral projects and general corporate purposes. The Offering is expected to close on or about December 3, 2009 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The securities being offered have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
The Units to be issued under this offering will be offered by way of private placement exemptions in all the provinces of Canada, offshore and in the United States on a private placement basis pursuant to applicable exemptions from the registration requirements of the United States Securities Act of 1933, as amended.
The Carpathian Gold is an exploration and development company whose primary business interest is developing near-term gold production on its 100% owned Riacho dos Machados Gold project in Brazil along with progressing its exploration and development plans on its 100% owned Rovina Valley Au-Cu project located in Romania.
Statements in this release that are forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statements.
SOURCE CARPATHIAN GOLD INC.
For further information: For further information: Dino Titaro, President & CEO, Or Mike O'Brien, Manager Investor Relations, Tel. (416) 368-7744 (CAN), Fax (416) 260-2243 (CAN), e-mail: firstname.lastname@example.org, Website: www.carpathiangold.com; Eric Leboeuf, Investor Relations, Montreal, Tel. (514) 341-0408 or 1-866-460-0408, Fax. (514) 341-1527, e-mail: email@example.com; Toni Vallen, Seton Services, UK, Tel. +44 207 229 3177, e-mail: firstname.lastname@example.org