Laurentian Goldfields Ltd. Announces Closing of C$1,480,419 Non-Brokered Private PlacementAugust 10, 2009
Laurentian Goldfields Ltd. (TSX-V: LGF) (“Laurentian” or the “Company”) is pleased to announce that it has closed the second tranche of its private placement announced on July 22, 2009. The Company issued 8,547,060 units at a price of C$0.15 per unit and 1,102,000 flow-through units at a price of C$0.18 per flow-through unit, for gross proceeds of C$1,480,419. Each unit is comprised of one common share and one share purchase warrant. Each flow-through unit is comprised of one flow-through common share and one-half of one share purchase warrant.
The warrants are exercisable for 24 months at a price of C$0.25 per share during the first year and C$0.35 per share during the second year. The warrants are subject to an acceleration clause such that in the event the closing price of the common shares of Laurentian on the TSX Venture Exchange is greater than C$0.35 during the first year following the date of issuance of the warrants or C$0.45 during the second year following the date of issuance of the warrants for 10 consecutive trading days at any time after the date that is four months after the date of issuance of the warrants, Laurentian will be entitled to accelerate the warrants upon 21 calendar days’ prior notice and the warrants will then expire on the 21st calendar day after the date of the notice unless exercised by the holder prior to such date.
In connection with the second tranche of the private placement, the Company paid a total of $51,000 in cash finder’s fees and 547,000 in compensation options to a total of 7 finders. Each compensation option is exercisable at a price of C$0.18 for a period of two years into units comprised of one share and one-half of one share purchase warrant, with each whole warrant exercisable at a price of $0.25 per share during the first year following the date of issuance of the compensation options and $0.35 per share during the second year following the date of issuance of the compensation options. The compensation options and underlying share purchase warrants are subject to the same acceleration provision as the private placement warrants.
All of the shares and warrants issuable in connection with the private placement are subject to a hold period and may not be traded until December 8, 2009, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.
The Company intends to use the net proceeds of the financing for Canadian exploration expenditures and for working capital and general corporate purposes.
Ashanti Goldfields Services Limited, 6 St. James’s Place, London, SW1A 1NP, United Kingdom, acquired 2,300,000 units under the private placement under the terms of a subscription agreement entered into with the Company. Under Multilateral Instrument 61-101, Ashanti Goldfields Services Limited is a related party of the Company. Prior to this private placement, Ashanti Goldfields Services Limited reported ownership of 4,444,444 common shares of the Company, which represents 17% of the issued and outstanding common shares of the Company prior to the completion of the second tranche of the private placement, and 4,444,444 share purchase warrants of the Company. Upon completion of the private placement, Ashanti Goldfields Services Limited holds 6,744,444 common shares of the Company, representing 16% of the issued and outstanding common shares of the Company, and 6,744,444 share purchase warrants of the Company.
The Company considered it reasonable to complete the private placement promptly following receipt of the subscription agreement from Ashanti Goldfields Services Limited and receipt of TSX Venture Exchange acceptance for the private placement. The Company’s board of directors approved the private placement, including the subscription by Ashanti Goldfields Services Limited, by consent resolutions in writing of all of the directors.
The Company is not required to prepare a formal valuation or obtain minority approval of its shareholders in connection with the private placement due to the exemptions contained in Section 5.5(a) and Section 5.7(a), respectively, of Multilateral Instrument 61-101, since the private placement with Ashanti Goldfields Services Limited represented less than 25% of the Company’s market capitalization.
About Laurentian Goldfields Ltd.
Laurentian is a team of highly skilled exploration professionals focused on discovery and growth in under-explored regions of mining-friendly jurisdictions. Laurentian generates new projects by employing leading edge exploration concepts and techniques to quickly and cost-effectively screen vast tracts of land for geological and geochemical signatures known to be associated with world class gold deposits.
ON BEHALF OF THE BOARD OF DIRECTORS,
Andrew Brown, M.Sc., P.Geo.
President and CEO
Neither 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 release.
Some statements in this news release contain forward-looking information. These statements include, but are not limited to, statements with respect to the use of proceeds and mineral potential and planned exploration, development and production activities. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. Such factors include, among others, the actual use of proceeds, realized mineralization of properties and the timing and success of future exploration, development and production activities.
For further information, please contact:
Andrew Brown, President and CEO
Tel: (604) 646-1596
Fax: (604) 642-2411