2013-12-20 22:41:03 -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia CANADA, December 20, 2013 /FSC/ - Sacre-Coeur Minerals Ltd. (SCM - TSX Venture, S5N - FWB), (the "Company") today announced that it has closed the second tranche of a non-brokered private placement of unsecured convertible notes (the "Notes"), previously announced on November 8, 2013, which has raised additional gross proceeds of $52,000. The Notes bear interest at a rate of 12% per annum, and will mature on December 20, 2016. The Notes and, subject to regulatory approval, any interest accrued thereon, are convertible into common shares of the Company at a conversion price of $0.11 (the "Shares"). If the Notes have not been
converted or repaid in full by maturity they will, subject to regulatory approval, be automatically converted into Shares at the greater of the minimum price permitted by the TSX Venture Exchange and 75% of the closing price of the Company's common shares on the trading day immediately preceding the date the Notes were issued. In connection with the Notes, the Company has granted the holders of the Notes, share purchase warrants (the "Warrants") to purchase up to an aggregate of 472,727 common shares of the Company. The Warrants are exercisable at a price of $0.11 until December 20, 2016. The Warrants are subject to a 4-month hold period in Canada expiring on April 21, 2014. The Company has also replaced a $100,000 convertible note previously issued, the closing of which was announced on November 8, 2013, with a Note under this second tranche closing.
Additionally, the Company today announced a non-brokered private placement offering to raise gross proceeds of up to $2,070,000. Under the terms of the private placement, the Company will offer for sale up to 23,000,000 Units (the "Units") at $0.09 per Unit. Each Unit will consist of one common share of the Company (the "New Shares") and one-half of one share purchase warrant (the "New Warrants"), where each whole New Warrant will allow the subscriber to purchase one additional common share of the Company for a period of two years from the date of closing at an exercise price of $0.17 per common share. The Company may elect to give written notice to the New Warrant holders that the New Warrants will expire 30 calendar days after the date of such notice, if at any time after four months and one day from the date of closing, the volume weighted average trading price of the common shares of the Company on the TSX Venture Exchange is greater than $0.20 per share for 20 consecutive trading days, and more than 1,000,000 common shares in aggregate trade during the 20 consecutive trading day period. The Company may, in its discretion, pay a cash finder's fee of up to 7% of the total gross proceeds of the offering and issue finder's warrants (the "Finders' Warrants") exercisable at any time for a period of up to two years from the date of closing, to purchase such number of common shares that is equivalent to 7% of the number of Units sold under the private placement at any exercise price of $0.20 per common share. The New Shares, New Warrants and Finders' Warrants, and any shares issued upon the exercise of the New Warrants and Finders' Warrants, will be subject to a 4-month hold period. The private placement is subject to the acceptance of the TSX Venture Exchange. Proceeds from the private placement will be utilized for funding exploration of the Company's properties as well as working capital.
The Company has also been informed that in connection with his appointment to serve as interim director, owing to Mr. John B. Malysa's, B.Sc., MBA, P.Eng. foreign residency, foreign research requirements with respect to his Personal Information Form ("PIF") will have to be completed. Accordingly, Mr. Malysa shall serve in an advisory capacity only until such time as the foreign research requirements with respect to his PIF have been completed and approved by the TSX Venture Exchange. Mr. Malysa's appointment to the board of directors was announced on November 20, 2013.
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 860 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).
The undersigned is a Qualified Person under NI 43-101. All information contained herein has been prepared by or under the supervision of the undersigned.
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
Ryan Carpel, IR Coordinator
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 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", "targets", "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 proposed financing, 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 or 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: ability to obtain financing; 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.
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Source: Sacre-Coeur Minerals Ltd. (SCM - TSXV) www.scminerals.com
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