/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
VANCOUVER, May 11 /CNW/ - Salazar Resources Ltd. (TSXV: SRL, FSX: CCG) is pleased to announce that it has entered into an agreement with a syndicate led by Canaccord Capital Corporation (the "Underwriters"), which has agreed to purchase, on a bought deal private placement basis, 2,000,000 Units of the Company at a price of C$3.00 per Unit, for aggregate gross proceeds of C$6,000,000. Each Unit will consist of one common share and one common share purchase warrant. Each warrant, expiring 24 months from closing, will entitle the holder to subscribe for one additional common share at a price of C$4.00.
The Underwriters will also have the option to purchase up to an additional 1,000,000 Units at the issue price for a period of up to 48 hours prior to closing for additional gross proceeds of up to C$3,000,000. The Company plans to use the net proceeds of this financing to continue exploration on the Company's mineral properties and for general working capital purposes.
The offering is scheduled to close on or about May 31, 2007 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under this offering will be offered by way of private placement exemptions in all the provinces of Canada, offshore 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.
This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States. The Company and Canaccord agree that the Units will not be offered or sold in the United States or to, or for the account of, United States persons except to accredited investors pursuant to the exemption from the registration requirements contained under the United States Securities Act of 1933, as amended to deal with the possibility that the Units may be sold to United States persons.