Champlain Resources Inc. announces proposed Flow Through Private Placement and provides update on previously announced Financing
Calgary, Alberta CANADA, August 29, 2011 /FSC/ - Champlain Resources Inc. (CPL - TSX Venture), ("Champlain" or the "Company") is pleased to announce a proposed non-brokered private placement for gross proceeds of up to $650,000 through the sale of up to 13,000,000 flow through units (the "Units") at a price of $0.05 per Unit (the "Offering").
Each Unit will consist of one (1) common share ("Common Share") in the capital of the Company issued on a flow through basis and one (1) Common Share purchase warrant ("Warrant"). Each Warrant will be exercisable for a period of one year (the "Warrant Exercise Period") following the issue date, and will entitle the holder to acquire one Common Share issued on a flow through basis at an exercise price of $0.15.
Finder's fees, payable in cash at, and conditional upon, closing of the Offering, will be payable to arm's length finders or agents in an amount equal to 10.0% (inclusive of all applicable taxes) of the aggregate gross proceeds of the Offering raised by such finders or agents.
In the event that the volume weighted average closing market price of the Common Shares during any consecutive ten (10) trading day period is equal to or greater than $0.15 per Common Share, then at the option of the Company and upon notice to the Warrant holders, the Warrant Exercise Period may be shortened such that all Warrants outstanding at such time shall expire twenty (20) days from the date of such notice.
The Offering, which is subject to receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, is expected to close in one or more tranches, with the latest closing expected on or before October 12, 2011.
The proceeds from the Offering will be used to fund the continued work programs on the Company's Canadian properties.
The securities being offered pursuant to the Offering will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons, absent registration or an applicable exemption from the registration requirements.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Non-Brokered Private Placement Update
The Company also announces that it has closed the non-brokered private placement announced by news release dated July 13, 2011.
The Company issued 1,300,000 units (the "Units") at a price of $0.05 per Unit for gross proceeds of $65,000. Each unit consists of one (1) common share (a "Common Share") in the capital of the Company and one (1) transferable common share purchase warrant (a "Warrant"). Each Warrant is exercisable for a period of one year (the "Warrant Exercise Period") from the issue date, and entitles the holder to acquire one (1) Common Share of the Company at an exercise price of $0.15. The Warrants expire on July 29, 2012.
In the event that the volume weighted average closing market price of the Common Shares during any consecutive ten (10) trading day period is equal to or greater than $0.15 per Common Share, then at the option of the Company and upon notice to the Warrant Holders, the Warrant Exercise Period may be shortened such that all Warrants outstanding at such time shall expire twenty (20) days from the date of such notice.
A finder's fee of $2,000 was paid, and transferable warrants to purchase 40,000 Common Shares of the Company issued (the "Finder's Warrants"), to an arm's length third party. Each Finder's Warrant is exercisable for a period of one year from the issue date, and entitles the holder to acquire one (1) Common Share of the Company at an exercise price of $0.15. The Finder's Warrants expire on July 29, 2012.
The Common Shares, Warrants, and the Common Shares issuable upon exercise of the Finder's Warrants are subject to a four-month hold period expiring on November 29, 2011.
For further information please contact:
Mr. Troy Mochoruk
Chairman and Chief Executive Officer
#1614, 246 Stewart Green SW
Calgary, AB T3H 3C8
Tel: (403) 618-8989
[email protected]
www.champlainresources.com
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.
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www.usetdas.com/PR/champlainresources29082011.htm
Source: Champlain Resources Inc. (CPL - TSX-V)
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