/Not for distribution to United States Newswire Services or for dissemination in the United States/
TORONTO, Feb. 29, 2012 /CNW/ - Merc International Minerals Inc. ("Merc") (TSXV: MRK) is pleased to announce that it has entered into an agreement in connection with a private placement offering of up to 15,000,000 flow through shares ("FT Shares") at a price of $0.40 per FT Share and up to 18,182,000 units ("Units") at a price of $0.33 per Unit for aggregate gross proceeds of up to $12,000,060 (the "Offering"). Each FT share shall consist of one common share of Merc, which will qualify as a "flow-through share" within the meaning of the Income Tax Act (Canada). Each Unit shall be comprised of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant shall entitle the holder thereof to acquire one common share of the Merc at a price of $0.50 for a period of 18 months, subject to acceleration in certain circumstances, following the closing of the Offering.
A syndicate of agents, led by Fraser Mackenzie Limited and including Jones, Gable and Company Limited, Bellotti Goodman Capital Inc., Cormark Securities Inc., and PowerOne Capital Markets Limited (collectively, the "Agents"), have agreed to act on a best efforts agency basis with respect to the Offering. Merc has agreed to pay the Agents a commission equal to 6.0% of the aggregate gross proceeds of the Offering and issue the Agents broker warrants (the "Broker Warrants") exercisable in the aggregate for that number of common shares of Merc equal in number to 6.0% of the number of FT Shares and Units sold under the Offering. The Broker Warrants will be exercisable at a price of $0.40 per common share for a period of 18 months after the closing date of the Offering.
The Agents shall also have an option exercisable not later than 48 hours prior to the closing date of the Offering to sell additional FT Shares and/or Units for aggregate proceeds of up to an additional $1,800,000.
The proceeds from the sale of the FT Shares will be used for exploration for Merc's properties and the proceeds from the sale of the Units will be used for general working capital purposes. The Offering is scheduled to close on or about March 21, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the acceptance by the TSX Venture Exchange.
Any securities to be issued will be subject to a hold period of four months and a day from the closing date of the Offering in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.
Merc International Minerals Inc.
Merc is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the NWT. Its primary land position covers 234,013 acres or 94,701 hectares in the Indin Lake Gold Camp, located approximately 220 kilometres north of Yellowknife, NWT and includes an NI 43-101 Inferred Mineral Resource totalling 1.446 million oz Au with an average grade of 1.05 g/t Au using a block cut-off grade of 0.6 g/t Au.
The technical aspects of this press release have been reviewed by Michael Byron, Ph.D., P.Geol., Chief Geologist and Director for Merc, who is the "Qualified Person" as defined by NI 43-101 for this project.
Neither the 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 news release.
This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the completion of the Offering, TSX Venture Exchange acceptance and use of proceeds. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects", or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "does not anticipate", or "believes" or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might", or "will be taken", "occur", or "be achieved". Forward-looking information is based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Merc to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Merc's management discussion and analysis for the year ended July 31, 2011, available on www.sedar.com. Although Merc has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Merc does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
For further information:
David Wiley, President and CEO
Merc International Minerals Inc.
(416) 363-4567 (FAX)
Email: [email protected]
Daniel Boase, Investor Relations
First Canadian Capital Corp.
(416) 742-5600 ext 232
Email: [email protected]