/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE U.S./
SASKATOON, Dec. 15 /CNW/ - Golden Band Resources Inc. (GBN: TSXV) (the "Company") is pleased to announce that it has entered into an agreement with Cormark Securities Inc. and Casimir Capital L.P., and including Arena Advisors Canada Inc. (collectively, the "Agents"), pursuant to which the Agents will offer on a best efforts basis, 23,333,333 flow through units (the Flow Through Units") at a price of CAD$0.30 per flow through unit for gross proceeds to the Company of approximately CAD$7 Million, and 8,000,000 units (the "Non Flow Through Units") of the Company at a price of CAD$0.25 per Non Flow Through Unit for gross proceeds of CAD$2,000,000 (the "Non Flow Through Offering"). The aggregate gross proceeds are CAD$9,000,000.
Each Flow Through Unit will consist of one flow through common share in the capital of the Company (a "Flow Through Share") and one-half of one share purchase warrant. Each whole share purchase warrant (a "Warrant") will entitle the holder to acquire one non-flow through common share (a "Warrant Share") at a price of $0.45 at any time prior to 5:00 p.m. (Toronto time) on the date that is two years following the Closing Date (as hereinafter defined). Each Non Flow Through Unit will consist of one non-flow through common share in the capital of the Company (a "Share") and one-half of one Warrant.
The proceeds of the sale of the Flow Through Units will be used for underground exploration at the Company's Bingo deposit to increase the resource definition. This is in connection with its plans to start gold production on the La Ronge Gold Project. Underground exploration is eligible for flow-through but does not qualify for the 10% Saskatchewan Mineral Exploration Tax Credit or for the 15% federal exploration tax credit for flow-through shares. The proceeds from the sale of the Shares comprising the Non Flow Through Units will be used for general working capital.
Commencing on the date that is four months and one day after the closing date, if the closing price of the Company's common shares on the TSX Venture Exchange, or any other stock exchange on which the Company's common shares are then listed, is at a price equal to or greater than $0.90 for a period of 10 consecutive trading days, the Company will have the right to accelerate the expiry date of the warrants by giving written notice to the holders of the warrants that the warrants will expire on the date that is not less than 30 days from the date notice is provided by the Company to the warrant holders.
These offerings are scheduled to close on or about December 22, 2009, or such earlier or later dates as may be agreed by the Company and the Agents. The completion of the offerings shall be subject to the receipt of all necessary regulatory approvals, including the conditional approval of the TSX Venture Exchange prior to closing, and the other conditions listed herein.
The Agents agree that up to 1,000,000 of the Flow Through Units and up to 500,000 of the Non Flow Through Units shall be available for sale to persons known by the Company and for such purpose the Company may prepare a President's list of such persons; sales to such persons shall be made from the aggregate Flow Through Units and Non Flow Through Units in the offerings, and no commission shall be payable to the Agents for any sale.
The Agents will be paid a commission equal to 6% gross proceeds of the offerings and will be issued that number of broker warrants (the "Broker Warrants") equal to 6% of the aggregate number of Flow Through Units and Non Flow Through Units sold pursuant to the Offerings. Each Broker Warrant shall be exercisable for one common share at a price of CAD$0.30, for a period of two years following the Closing Date. In the event the number of Non Flow Through Units sold is not sufficient to pay the Agents' commission and the expenses of the offerings, the Company is entitled to pay any shortfall in shares at CAD$0.30 per share.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful.
On behalf of the Board of Directors of Golden Band Resources Inc.,
"Ronald K. Netolitzky"
Ronald K. Netolitzky
All of Golden Band's exploration programs and pertinent disclosure of a scientific nature are prepared and/or designed and carried out under the supervision of Frank Hrdy, P.Geo., Golden Band's VP Exploration, who serves as the qualified person (QP) under the definitions of National Instrument 43-101. All of Golden Band's development-related programs and pertinent disclosure of a development nature are prepared and/or designed and carried out under the supervision of Gary Haywood, P.Eng., Golden Band's VP of Operations and COO, who serves as the qualified person (QP) under the definitions of National Instrument 43-101.
Cautionary Statements on Forward-Looking Information: The news release includes certain "forward-looking information within the meaning of Canadian securities legislation and "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 (collectively "forward looking statements")." All statements other than statements of historical fact included in this release, including, without limitation, statements regarding planned development, potential mineralization, interpretation of prior exploration and potential exploration results, the timing and success of potential financing, development and exploration activities generally, the timing and results of future resource estimates, and future plans and objectives of Golden Band are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ from those described in forward-looking statements, there may be other factors that cause such actions, events, or results to differ materially from those anticipated. There can be no assurance that forward-looking statements will prove to be accurate and accordingly readers are cautioned not to place undue reliance on forward-looking statements.
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.
SOURCE Golden Band Resources Inc.
For further information: For further information: Rodney Orr, Vice President, Golden Band Resources Inc., Phone: (306) 955-0787 x7123, Fax: (306) 955-0788, Email: email@example.com, www.goldenbandresources.com; Wani Capital Corp.: Raju Wani, (403) 240-0555, Email: firstname.lastname@example.org, www.goldenbandresources.com