Oct 16, 2008 16:17 ET
Bear Lake Gold Announces Revised Terms of Brokered Private Placement
LONGUEUIL, QUEBEC--(Marketwire - Oct. 16, 2008) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
As announced on September 29, 2008 and amended on October 6, 2008, Bear Lake Gold Ltd. (TSX VENTURE:BLG) ("Bear Lake Gold" or the "Company") plans to offer a brokered private placement of its securities. As a result of market conditions, the Company has revised the terms of the proposed private placement and now plans to offer up to $4,005,000 of flow through common shares (the "FT Shares") and up to $750,000 of units (the "Units", and together with the FT Shares, the "Offering"). The FT Shares will be priced at $0.30 per FT Share and the Units will be priced at $0.30 per Unit. Each Unit will consist of one common share of Bear Lake Gold (a "Share") and one common share purchase warrant (a "Warrant"), with each Warrant exercisable to acquire one Share at $0.40 for a period of 24 months from the closing date of the Offering.
Dundee Securities Corporation ("Dundee") is acting as lead agent for the Offering and will offer the FT Shares and Units on a commercially reasonable efforts basis. The investment dealer syndicate includes PI Financial Corporation and Primary Capital Inc. (together with Dundee, the "Agents").
Bear Lake Gold has also granted to the Agents an overallotment option (the "Option") to offer up to an additional $252,000 of Units (the "Option Units") at $0.30 per Option Unit, exercisable until 6:00 p.m., Vancouver time, on the second business day before the closing of the Offering.
The FT Shares and the Units will be made available by way of private placement exemptions in British Columbia, Alberta, Ontario and Quebec and the Units may be offered in such other jurisdictions, including the United States and Europe, where they can be issued on a private placement basis, exempt from any prospectus, registration or other similar requirements.
Closing of the Offering is subject to a number of conditions, including the receipt of all necessary corporate and regulatory approvals, including that of the TSX Venture Exchange, as well as the negotiation and execution of certain documentation, including an agency agreement between the Agents and Bear Lake Gold. Closing of the Offering is expected to take place on or about October 23, 2008.
At closing, Bear Lake Gold will pay the Agents a cash commission equal to 5% of the gross proceeds of the securities sold with the Agents having the option to receive Units in lieu of cash for up to 100% of the cash commission. In addition, Bear Lake Gold will issue to the Agents broker warrants to acquire that number of Shares equal to 5% of the number of securities sold under the Offering (including those sold under the Option). Each broker warrant will be exercisable at $0.30 per Share for a period of 24 months after closing. As well, the Company will pay the Agents' reasonable fees and expenses incurred in connection with the Offering.
Bear Lake Gold intends to use the gross proceeds from the sale of the FT Shares for Canadian Exploration Expenses (within the meaning of the Income Tax Act (Canada)), using its best efforts to ensure that such Canadian Exploration Expenses qualify as a "flow-through mining expenditure" for purposes of the Income Tax Act (Canada)), related to the exploration of the Corporation's exploration projects. Bear Lake Gold will renounce the Canadian Exploration Expenses with an effective date of no later than December 31, 2008. The gross proceeds from sale of the FT Shares will be used to advance the exploration of the Company's principal property, the Larder Lake property in north-eastern Ontario, and the net proceeds from the sale of the Units will be used for general working capital purposes.
All securities issued in conjunction with the Offering will be subject to a four-month hold period under applicable securities laws and the policies of the TSX Venture Exchange.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the FT Shares, Units, Shares or Warrants (collectively, the "Securities") in the United States. The Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws, and may not be offered or sold in the United States without registration under the U.S. Securities Act and all applicable state securities laws, or an applicable exemption from registration requirements. -----------
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