/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TORONTO, Feb. 24, 2012 /CNW/ - St. Vincent Minerals Inc. ("St. Vincent" or the "Company") is pleased to announce that it has filed a preliminary prospectus with and obtained a receipt from the securities regulatory authorities in each of the provinces of Canada, other than Québec, (the "Offering Provinces") in respect of an initial public offering of units (the "Units") of the Company (the "Offering"). Each Unit will consist of one common share of the Company and one-half of one common share purchase warrant. The number of Units offered and the price per Unit, as well as the terms of the common share purchase warrants, will be determined in the context of the market prior to the filing of the final prospectus. The Offering is being made through a syndicate of underwriters led by Dundee Securities Ltd. and including Haywood Securities Inc. and National Bank Financial Inc.
The Company intends to use the proceeds from the Offering to explore and develop the Company's Gabbs gold/copper property located in the Fairplay Mining District, to pay US$850,000 owed pursuant to a promissory note, and for general corporate and working capital purposes.
The preliminary prospectus has not yet become final for the purpose of a distribution of securities to the public. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale or any acceptance of an offer to buy the Units in any of the Offering Provinces prior to the time a receipt for the final prospectus or other authorization is obtained from the securities regulatory authorities in such province. A copy of the preliminary prospectus is available on SEDAR at www.sedar.com under the Company's profile.
Completion of the Offering is subject to and conditional upon the receipt of all necessary approvals, including regulatory approvals.
The securities referred to in this press release have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold in the United States or to or for the account or benefit of a person in the United States or a U.S. person (as such term is defined in Regulation S under the U.S. Securities Act, a "U.S. Person") unless an exemption from the registration requirements of the U.S. Securities Act is available. This press release does not constitute an offer to sell or the solicitation of an offer to buy the securities in the United States or to or for the account or benefit of a person in the United States or a U.S. Person.
About St. Vincent
The Company is engaged in the business of mineral exploration. The Company is undertaking to explore and assess the potential of its principal asset, the Gabbs gold/copper property located in the Fairplay Mining District, Nye County, Nevada, USA, which is comprised of four deposit zones of interest: Sullivan, Lucky Strike, Gold Ledge and Car Body covering a total of 355 unpatented lode claims and one patented lode claim constituting a 28 km2 contiguous block.
Cautionary Note Regarding Forward-Looking Information
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable law. Generally, forward-looking statements and 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", "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All forward-looking statements and forward-looking information are based on reasonable assumptions that have been made by the Company as at the date of such information. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements and forward-looking information, including but not limited to: the general risks associated with the speculative nature of the Company's business, commodity prices, current global financial conditions, uncertainty of additional capital, price volatility, the Gabbs project is an exploration stage project, no operating history, no history of earnings, government regulation in the mining industry, environmental risks and hazards, climate change legislation, required approvals and permits, foreign subsidiaries, political and economic risk in the United States, expiration of leases and permits, title to mineral properties, obtaining and converting mineral concessions and surface rights, community relations and project support, water rights, exploration, development and operating risks, uncertainty in the estimation of mineral resources, uncertainty of inferred mineral resources, mineral exploration, reliability of historical exploration work, absence of public trading market, arbitrary offering price, dilution to the common shares, dependence on key personnel, currency fluctuations, insurance and uninsured risks, competition, legal proceedings, conflicts of interest and lack of dividends as well as those factors discussed in the section entitled "Risk Factors" in the Company's preliminary prospectus. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements and 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 statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or forward-looking information. The forward-looking statements and forward-looking information contained in this press release are included for the purpose of providing investors with information to assist them in understanding the offering as well as the Company's expected financial and operational performance and may not be appropriate for other purposes. St. Vincent does not undertake to update any forward-looking statement or forward-looking information that is included herein, except in accordance with applicable securities laws.
For further information:
President and Chief Executive Officer
St. Vincent Minerals Inc.
St. Vincent Minerals Inc.