2013-02-01 09:05:59 -
Sacre-Coeur Minerals Announces Closing of Additional US $2.36 Million for an Aggregate Raise of US $6.48 Million from the Gold Participating Bond Offering
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia CANADA, February 01, 2013 /FSC/ - Sacre-Coeur Minerals Ltd. (SCM - TSX Venture, S5N - FWB), is pleased to announce that, further to its news releases dated November 7, 2012 and January 17, 2013, the second and final tranche of a brokered private placement offering (the "Offering") for US$2,366,400 of Gold Participating Bonds (the "Further Bonds") has now closed. The Further Bonds form a single series with the existing US$3,781,600 Gold Participating Bonds previously issued as announced on January 17,
2013 (together, the "Bonds"). The gross proceeds aggregate US$6,148,000, including overallotment, from the Offering of the Bonds. The Offering was arranged by Canaccord Genuity Corp. and Bank Gutenberg AG (the "Co-Arrangers"). Canaccord Genuity Corp. also acted as placing agent in connection with the Offering.
The Bonds were issued by Sacre-Coeur Minerals (Jersey) Limited, a limited liability company formed under the laws of Jersey as a special purpose vehicle wholly-owned by the Company and established for the purpose of effecting the Offering, and are guaranteed by the Company. The Bonds mature on December 31, 2016 and bear interest at a rate of 10 percent per annum on the declining balance payable in cash quarterly. The Bonds will be redeemed in sixteen equal quarterly installments, by delivery of a total of 4,240 ZKB Gold ETF units - Class A (SIX: ZGLDUS), the value of which is backed by physical gold only, and which is listed or traded on the SIX Swiss Exchange. The Further Bonds have also been listed on the Channel Islands Stock Exchange with effect from 6 p.m. (London time) on January 31, 2013. It is anticipated that the amount of gold committed to the repayment of the US$6,148,000 over the term of the Bonds will represent less than 20% of the Company's forecast gold production for the amortization period.
The placing agent received a further cash commission of 8% of the gross proceeds of the raise, or US$165,184. The placing agent received a further corporate finance fee of 206,640 units consisting of one common share of the Company plus one warrant exercisable into a common share of the Company at C$0.15 for a period of two years from the date of issue. The placing agent also received 1,577,221 warrants exercisable on the same terms. All of these securities issued as compensation to the placing agent are subject to a 4-month hold period in Canada expiring June 1, 2013.
The Company intends to use the proceeds of the Offering for advancement of its Million Mountain hard-rock, National Instrument 43-101 ("NI 43-101") resource to a development-ready/final investment decision state, expansion and improvement of its current production, continued exploration and resource development efforts, and for general corporate purposes.
The Company is engaged in the acquisition, exploration, development, and production of properties for gold, metals and diamonds in South America, initially focussing on exploration and production of gold from its properties in Guyana. The Company presently holds 100% interest in approximately 850 sq. km of mineral properties in Guyana, including the Million Mountain Property which hosts an NI 43-101 compliant hard-rock resource of 12,119,285 tonnes grading 1.0 g/t Au Measured, and 2,175,278 tonnes grading 0.9 g/t Au Indicated for a total 451,000 tr oz Au combined. The Company has offices in Vancouver, Canada and Georgetown, Guyana. More information about the Company is available at www.scminerals.com.
ON BEHALF OF THE BOARD OF DIRECTORS OF
SACRE-COEUR MINERALS, LTD.
"Gregory B. Sparks"
Gregory B. Sparks, P. Eng.
President & CEO
For further information, contact:
Gregory Sparks, President and CEO
Jennifer Todhunter, CFO
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release has not been approved by an authorised person in accordance with Section 21 of the Financial Services and Markets Act 2000 ("FSMA"). No offer or invitation or solicitation of any offer to acquire securities of the Company is being made at this time nor does this news release constitute or form a prospectus or part of any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA).
This news release must not be acted on or relied on by persons who are not "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) ("Qualified Investors") and/or those who are not exempt pursuant to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("relevant persons"). Any investment or investment activity to which this news release relates is available only to (i) in the United Kingdom, relevant persons, and (ii) in any member state of the European Economic Area other than the United Kingdom, Qualified Investors, and will be engaged in only with such persons.
This news release may contain "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 or "forward-looking information" within the meaning of applicable Canadian securities laws, which we will refer to as "forward-looking information". Often, but not always, forward-looking information can be identified by the use of words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "believes" or the negatives thereof 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. Forward-looking information includes, but is not limited to, statements pertaining to gold production, development activities, commissioning of environmental studies, application for necessary permits for production operations, metallurgical studies, commissioning of a third party feasibility study, arrangement of financing for development, formal production decisions, business combinations.
We can give no assurance that the forward-looking information will prove to be accurate. Forward-looking information by its nature is based on assumptions and involves known and unknown risks, uncertainties and other factors, including those discussed in the Company's quarterly and annual management discussion and analysis, which are available at www.sedar.com under the Company's profile, any of which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. The forward-looking information is based on a number of assumptions that management believes are reasonable, including but not limited to assumptions about: the price of gold; the financial condition of the Company; anticipated costs and expenditures; estimated production; mineral resources or reserves; and metallurgical recoveries; general business conditions; and the ability to achieve our goals. The forward-looking information is also subject to certain risks, uncertainties and other factors associated with our business, including but not limited to: gold price volatility; risks of not meeting production and cost targets; discrepancies between actual and estimated production; mineral reserves and resources and metallurgical recoveries; mining operational and development risk; litigation risks; regulatory restrictions, including environmental regulatory restrictions and liability; risks of sovereign investment and operating in foreign countries; currency fluctuations; speculative nature of gold exploration; global economic climate; dilution; share price volatility; competition; loss of key employees; additional funding requirements; and defective title to mineral claims or property, as well as those factors discussed in the Company's quarterly and annual management discussion and analysis. Should underlying assumptions prove incorrect, or should one or more of the risks, uncertainties or other factors materialize, actual results may vary materially from those expressed or implied in the forward-looking information.
Forward-looking information is designed to help you understand management's current views of our near and longer term prospects, and it may not be appropriate for other purposes. Forward-looking information is based on the reasonable beliefs, estimates and opinions of management at the date the statements are made and is subject to change without notice. These factors should be carefully considered and viewers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this news release. We will not necessarily update this information unless we are required to by applicable securities laws.
Sacre-Coeur Minerals, Ltd.
Suite 1450, Box 11553
650 West Georgia Street
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Source: Sacre-Coeur Minerals Ltd. (SCM - TSXV) www.scminerals.com
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