/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TSX: PRU, ASX: PRU
PERTH, Western Australia, May 4 /CNW/ - Perseus Mining Limited ("Perseus" or the "Company") (TSX: PRU, ASX:PRU) is pleased to announce that it has completed its previously announced offering of 50,600,000 ordinary shares (which includes the exercise in full of the over-allotment option of 6,600,000 ordinary shares), on a "bought deal" basis, at a price of C$1.80 per ordinary share for aggregate gross proceeds to the Company of C$91,080,000 (the "Offering"). Cormark Securities Inc. was the lead underwriter in a syndicate that included Clarus Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc. and Dundee Securities Corporation (the "Underwriters").
Subject to shareholder approval, the Company also intends to complete a private placement, outside of Canada, principally in Australia, of up to 15 million ordinary shares on a best efforts basis (the "Private Placement") at a price of A$1.94 per share (being the Australian dollar equivalent of C$1.80 on April 8, 2010) for gross proceeds to the Company of up to A$29.1 million. A general meeting of the Company seeking shareholder approval for the Private Placement has been scheduled for May 28, 2010.
The Company also intends to undertake a share purchase plan (the "SPP") under which the Company will offer a maximum of 7 million ordinary shares to shareholders of the Company in Australia and New Zealand at a price of A$1.94 per share (being the Australian dollar equivalent of C1.80 on April 8, 2010), for gross proceeds to the Company of up to A$13,580,000. The Company anticipates completing the SPP on or around May 28, 2010.
The net proceeds of the Offering, and, to the extent available the Private Placement and the SPP, will be used by the Company to fund the on-going exploration and development of the Company's West African gold properties and for general working capital purposes, all as more particularly described in the Company's short form prospectus dated April 27, 2010.
The ordinary shares were offered by way of a short form prospectus filed in all of the provinces of Canada, other than Québec, pursuant to National Instrument 44-101 - Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "1933 Act").
This news release does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the ordinary shares in any state in which such offer, solicitation or sale would be unlawful. The ordinary shares have not been registered and will not be registered under the 1933 Act, or any state securities laws. Accordingly, the ordinary shares may not be offered or sold in the United States or to U.S. persons (as such terms are defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws or an exemption from the registration requirements is available.
Caution Regarding Forward-Looking Information
This press release contains forward-looking information which is based on assumptions and judgments of management regarding future events and results. Such forward-looking information includes but is not limited to information with respect to closing of the SPP and the Private Placement and the use of proceeds thereof and of the Offering.
Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the receipt of all required regulatory and shareholder approvals in respect of the SPP and Private Placement, the actual proceeds of the Private Placement and SPP, the terms and availability of the Facility, as finally negotiated, the actual market price of gold, the receipt of all required approvals and permits for development of the Central Ashanti Gold Project, changes in the fiscal regime in Ghana, actual results of exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents, including, in particular, the Company's short form prospectus dated April 27, 2010. The Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable.
Forward-looking information is based upon reasonable assumption and in providing the forward-looking information in this news release, assumptions have been made regarding, among other things, the completion of the SPP and Private Placement in full, the availability of the Facility, timely of all receipt of required approvals for the development of the Central Ashanti Gold Project, the price of gold, results of future exploration and the ability of the Company to operate in a safe, efficient and effective manner.
Readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
SOURCE Perseus Mining Limited
For further information: For further information: Mark Calderwood, Managing Director, Perseus Mining Limited, 30 Ledgar Road, Balcatta, Western Australia, 6021, PO Box 717, Balcatta WA, 6914, Telephone: (618) 9240 6344, Facsimile: (618) 9240 2406, Email: firstname.lastname@example.org, Website: www.perseusmining.com