NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
MONTREAL, Dec. 9, 2013 /CNW Telbec/ - Maudore Minerals Ltd. ("Maudore" or the "Company" - MAO: TSX Venture; MAOMF: US OTC; M6L: Frankfurt Exchange) announced today that, in the context of the previously announced consensual restructuring of its debts, it has filed a final short form prospectus (the "Final Prospectus") with the securities regulatory authorities in each of the provinces of Canada, and a corresponding post-effective amendment to its previously filed registration statement on Form F-7 with the United States Securities and Exchange Commission (the "SEC"), in connection with a rights offering (the "Offering") pursuant to which the Company may realize aggregate gross proceeds of up to Cdn$4,724,152.
Subject to applicable law, each holder of record of common shares (the "Common Shares") of the capital of Maudore as of December 18, 2013, the record date for the Offering, will receive one right (a "Right") for each Common Share held. Each Right will entitle the holder thereof to acquire one Common Share (the "Basic Subscription Privilege") upon payment of Cdn$0.10 per Common Share (the "Subscription Price") prior to 5:00 p.m. (Montreal time) on January 10, 2014 (the "Expiry Time"). Holders of Rights who exercise their Rights in full will be entitled to purchase, at the Subscription Price, any Common Shares that are not otherwise subscribed for under the Offering prior to the Expiry Time, on a pro rata basis (the "Additional Subscription Privilege").
To subscribe for Common Shares, a completed Rights certificate, together with payment in full of the Subscription Price for each Common Share subscribed for, must be received by the subscription agent for the Offering, CST Trust Company (the "Subscription Agent"), prior to the Expiry Time.
The Offering is being made to holders of Common Shares in all of the provinces of Canada and in the United States. Except in limited circumstances, Rights certificates and Final Prospectuses will not be mailed to holders of Common Shares resident outside of the provinces of Canada or the United States ("Ineligible Holders"). Ineligible Holders will be sent a letter advising them that their Rights certificates will be issued to and held by the Subscription Agent, which will hold those Rights as agent for the benefit of all Ineligible Holders.
Maudore will accept subscriptions from Ineligible Holders if such Ineligible Holders furnish an investor letter satisfactory to Maudore on or before January 3, 2014. The Company or the Subscription Agent will provide a copy of the investor letter upon request. After January 3, 2014, the Subscription Agent will attempt, on a best effort basis, to sell the Rights of Ineligible Holders (other than those shareholders from whom Maudore accepts subscriptions) on the open market at such price or prices as the Subscription Agent will determine in its sole discretion. The Subscription Agent will mail cheques representing the net proceeds, without interest, from such sales.
Shareholders who do not wish to exercise their Rights to buy new Common Shares under the Offering will have the option of selling the Rights that they receive from the Company through the facilities of the TSX Venture Exchange (the "TSXV"). Shareholders who do not exercise all of their Rights will have their present ownership interests in Maudore, as a percentage of the total outstanding Common Shares, reduced as a result of the Offering.
As previously announced, Messrs. Kevin Tomlinson, George Fowlie and Greg Struble, executive officers of the Company, have entered into a standby purchase agreement with the Company under which they have agreed to: (i) exercise their respective Basic Subscription Privileges in full and thereby purchase an aggregate of 1,250,448 Common Shares; and (ii) purchase, at the Subscription Price, an aggregate of 1,749,552 Common Shares pursuant to the Additional Subscription Privilege, representing, in the aggregate, gross proceeds to the Company of Cdn$300,000. In addition, FBC Holdings S.à r.l. has agreed, at a minimum, to exercise its Basic Subscription Privilege in full, representing additional gross proceeds to the Company of not less than Cdn$725,400.
An application has been submitted to the TSXV to approve the listing of the Rights and the Common Shares issuable upon the exercise of the Rights. The Common Shares issuable upon the exercise of the Rights will also be eligible to be quoted for trading on the OTCQX.
No securities regulatory authority has either approved or disapproved the contents of this press release. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company in any jurisdiction in which such offer, solicitation or sale would be unlawful.
This news release is not an offer of securities for sale in the United States. The securities to be offered in the Offering described above may not be offered or sold in the United States absent registration under the U.S. Securities Act, or an exemption from registration.
About Maudore Minerals Ltd.
Maudore is a Quebec-based junior gold company in production, with mining and milling operations as well as more than 22 exploration projects. Five of these projects are at an advanced stage of development with reported current and historical resources and mining. Currently, gold production is ramping up at the Sleeping Giant mine. The Company's projects span some 120 km, east-west, of the underexplored Northern Volcanic Zone of the Abitibi Greenstone Belt and cover a total area of 1,570 km² with the Sleeping Giant Processing Facility within trucking distance of key development projects.
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 or from shareholders, 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 continuous disclosure documents.
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.
SOURCE: Maudore Minerals Ltd.
For further information:
President and CEO
Email: [email protected]
+1 647 927 0239
Deputy Chairman of the Board and Director of Corporate Development
Email: [email protected]
+1 416 587 9801
Chief Financial Officer
Email: [email protected]
+1 819 825 4343