MONTREAL, April 12, 2013 /CNW Telbec/ - Maudore Minerals Ltd. ("Maudore" or the "Company") (TSXV: MAO) (US OTC: MAOMF) (Frankfurt Exchange: M6L) is pleased to announce, further to its press release dated March 25, 2013, it has completed the first tranche (the "First Tranche") of its brokered private placement of units (the "Units") on a "best efforts" basis (the "Private Placement") pursuant to an agency agreement dated April 12, 2013 between Maudore and a syndicate of agents led by GMP Securities L.P. and including Clarus Securities Inc. and Mirabaud Securities LLP (collectively, the "Agents"). Each Unit is comprised of one common share of Maudore and one-half of one common share purchase warrant. Each whole warrant entitles the holder to purchase one common share for a period of 24 months from today's date at a purchase price of $1.13 (the "Warrant"). Pursuant to the First Tranche of the Private Placement, Maudore has issued an aggregate of 17,039,835 Units at an issue price of $0.91 per Unit (the "Offering Price") for gross proceeds of approximately $15.5 million. As of the closing of the First Tranche, the Company has 47,241,522 common shares issued and outstanding.
Maudore intends to close subsequent tranches of the Private Placement on the same terms as above on or before May 23, 2013 for total gross proceeds, together with the First Tranche, of up to $25 million (the "Subsequent Tranches"), all in accordance with TSX Venture Exchange ("TSXV") requirements.
Certain related parties to Maudore (the "Related Parties"), including the following, have purchased Units in the First Tranche of the Private Placement:
- City Securities Limited, a corporation owned by Mr. Seager Rex Harbour, a shareholder of Maudore who controls or directs more than 10% of the total issued and outstanding common shares of Maudore, has purchased 4,484,957 Units. City Securities Limited is restricted from exercising any of its Warrants to the extent such exercise would result in it (together with any person acting jointly or in concert with it) holding more than 20% of the issued and outstanding common shares of Maudore (on a non-diluted basis);
- Monemvasia Pty Ltd., a corporation controlled by Kevin Tomlinson, the Chairman and CEO of Maudore, has purchased 1,140,448 Units; and
- Certain other officers and directors, namely George Fowlie, Deputy Chairman, Ingrid Martin, Chief Financial Officer, Anne Slivitzky, Interim COO, Robert Pevenstein, Director, Raynald Vezina, Director and Keith Harris, Director have purchased, in the aggregate, approximately 159,500 Units.
The securities issued to the Related Parties in the First Tranche of the Private Placement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 ("MI 61-101"), which is incorporated into TSXV Policy 5.9. In its consideration and approval of the First Tranche of the Private Placement, the board of directors of Maudore has determined that such First Tranche to the Related Parties is exempt from the formal valuation and minority approval requirements of MI 61-101 on the basis that the fair market value of the First Tranche to the Related Parties does not exceed 25% of the market capitalization of Maudore, in accordance with sections 5.5 and 5.7 of MI 61-101.
The Agents have been granted an option exercisable up to 48 hours prior to the closing date of the Private Placement to arrange for the purchase of up to an additional 15% of the total number of Units at a price equal to the Offering Price, representing 4,120,879 Units (the "Agents' Option"). In consideration of the services rendered by the Agents in connection with the Private Placement, the Agents will receive from Maudore a cash fee equal to 6.0% of the gross proceeds of the Private Placement, excluding any purchases under the president's list for which the Agents will receive a cash fee equal to 2.0%. The Agents shall also receive compensation options entitling them to subscribe for 6.0% of the total number of Units sold under the Private Placement, excluding Units sold under the president's list at an exercise price equal to the Offering Price, exercisable for a period of 24 months following the applicable closing date. In connection with the closing of the First Tranche, the Agents have received 127,840 compensation options representing 6.0% of the Units sold under the First Tranche exercisable for a period of 24 months following the closing date of the First Tranche. The Warrants issuable upon the exercise of these compensation options will be exercisable for a period of 24 months following the closing date of the First Tranche.
The net proceeds of the Private Placement shall be used to explore, develop and expand existing projects and operations, to fund corporate activities with respect to growth initiatives, and for other general and corporate purposes.
All of the securities of Maudore issued under the Private Placement are subject to a hold period which will expire on August 13, 2013 in accordance with applicable Canadian securities laws.
The securities described herein 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 unless registered under the Act or unless an exemption from registration is available.
About Maudore Minerals Ltd.
Maudore is a Quebec junior gold company with more than 23 exploration projects, of which five are at an advanced stage of exploration with reported current and historical resources. The Company's projects span some 120 kilometers, east-west, of the underexplored Northern Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of 144,000 hectares (1,440 km2) with the Sleeping Giant Processing Facility within trucking distance of all projects.
Quebec is consistently ranked amongst the best locations worldwide for mineral exploration and development, with low cost power, proper infrastructure, mining-oriented local communities and a skilled workforce.
Cautionary Statement Regarding Forward-Looking Statements
This release and other documents filed by the Company contain forward-looking statements. All statements that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words "intend", "anticipate", "believe", "expect", "estimate", "plan" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements include, without limitation, performance and achievements of the Company, business and financing plans, business trends and future operating revenues. These statements are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including, without limitation, financial related risks, unstable gold and metal prices, operational risks including those related to title, significant uncertainty related to inferred mineral resources, operational hazards, unexpected geological situations, unfavourable mining conditions, changing regulations and governmental policies, failure to obtain required permits and approvals from government authorities, failure to obtain any required approvals of the TSXV, failure to obtain any required shareholder approvals, failure to obtain any required financing, failure to complete any of the transactions described herein, increased competition from other companies many of which have greater financial resources, dependence on key personnel and environmental risks and the other risks described in the Company's annual information forms and other continuous disclosure filings with securities regulators available under the Company's profile at www.sedar.com. It is recommended not to place undue reliance on forward-looking statements as the plans, intentions or expectations upon which they are based might not occur. The Company does not assume any obligation to update any forward-looking statements contained in this release, except as required by applicable law.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or to or for the account or benefit of, a U.S. person (a "U.S. Person") (as such term is defined in Regulation S promulgated under the United States Securities Act of 1933, as amended (the "U.S. Securities Act")). The securities have not been and will not be registered under the United States Securities Act or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE: Maudore Minerals Ltd.
For further information:
Ms. Deborah Thompson
Manager, Investor & Media Relations
(416) 918-9551 (Mobile); 514-439-0990 (Office)
Kevin Tomlinson, Chairman and CEO
George Fowlie, Deputy Chairman of the Board and Director of