Mason Graphite Announces Increase to Bought Deal Private Placement Offering
April 3, 2014 (Source: Marketwired) — NOT FOR DISTRIBUTION TO THE UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Mason Graphite Inc. (“Mason Graphite” or the “Company”) (TSX VENTURE:LLG)(OTCQX:MGPHF) is pleased to announce that it has agreed to increase the size of its previously announced bought deal private placement offering to $10,000,006.
Pursuant to a revised letter agreement, the underwriters led by Macquarie Capital Markets Canada Ltd. and including National Bank Financial Inc. and Dundee Securities Limited (together the “Underwriters”), have agreed to buy on a bought deal basis 15,384,625 units (the “Units”) at a price of $0.65 per unit for gross proceeds of $10,000,006 (the “Offering”).
Each Unit is comprised of one common share and one-half of one share purchase warrant. Each whole warrant will entitle the holder to acquire one common share at a price of $0.85 for a period of 24 months following the closing of the Offering.
As part of the Offering, Ressources Québec, a subsidiary of Investissement Québec will, subject to certain conditions, subscribe for 4,615,385 Units (the “Lead Order”) for gross proceeds of $3.0 million. The Closing of the Offering will be conditional upon Ressources Québec purchasing, at closing, the securities subscribed for under the Lead Order. Upon closing of the Offering, subject to certain conditions, Ressources Québec will have a right of first refusal to participate in any future securities offerings by Mason Graphite.
The Company is also in discussions with other large and well respected institutions for an equity or equity-linked financing for up to approximately $4 million of incremental capital. The outcome of these discussions is uncertain and subject to further negotiation and conclusion of binding term sheets and definitive agreements, and receipt of all applicable regulatory and other approvals. There is no assurance that any transaction will result from these discussions, or as to the timing, structure or terms of any transaction.
Mason Graphite has also granted an option to the Underwriters to purchase up to 2,307,694 additional Units at the issue price of $0.65 per Unit (the “Underwriters’ Option”), which if exercised in full would result in total gross proceeds of $11,500,007 to Mason Graphite from the Offering. The Underwriters’ Option is exercisable in whole or in part at any time up to 48 hours prior to closing of the Offering.
In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Underwriters’ Option) and that number of non-transferable broker warrants equal to 6.0% of the number of Units sold (inclusive of the Underwriters’ Option). Each broker warrant will be exercisable into one Unit of the Company for a period of 24 months from the closing of the Offering at a price of $0.65 per Unit.
All securities issued at the closing of the Offering are subject to a four-month hold period under applicable Canadian securities legislation and the policies of the TSX Venture Exchange.
The aggregate gross proceeds from the Offering will total approximately $10.0 million. The net proceeds of the Offering will be used to fund the continued development of the Lac Guéret project and for general corporate purposes. The Offering is expected to close on or about April 30, 2014 and is subject to the prior approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.
About Mason Graphite
Mason Graphite is a Canadian mining company focused on the exploration and development of its 100% owned Lac Guéret graphite property, located in northeastern Québec. The property hosts a National Instrument 43-101 compliant Mineral Resource featuring 50,024,000 tonnes grading 15.6% Cg, including 6,672,000 tonnes grading 32.4% Cg, in the Measured and Indicated categories and 11,861,000 tonnes grading 17.1% Cg, including 2,637,000 tonnes grading 30.5% Cg, in the Inferred category (see press release dated December 5, 2013). Excellent potential exists for further mineral growth. A Preliminary Economic Assessment study was completed on a 7.6Mt mineral resource estimate from July 2012 which features 22 years of production at 27.4% Cg and a pre-tax internal rate of return of 33.7% (see technical report entitled “Technical Report on the Mineral Resources Estimation Update 2013, Lac Guéret Graphite Project, Quebec, Canada” issued on January 17, 2014). The Company’s senior management team possesses significant graphite expertise from their experience at Timcal/Imerys, including Benoît Gascon, CPA, CA, who held executive positions for 20 years, including over 6 years as President and CEO; Jean L’Heureux, Eng., Executive Vice-President, Process Development, with over 20 years of experience; and Luc Veilleux, CPA, CA, Chief Financial Officer and Executive Vice-President, with 8 years of experience. Timcal, now owned by Imerys, is one of the largest graphite producers in the world.
Jean L’Heureux, Eng., Mason Graphite’s Executive Vice-President of Process Development and a Qualified Person as defined by National Instrument 43-101, has reviewed and approved the scientific and technical content of this press release.
This press release contains “forward-looking information” within the meaning of Canadian securities legislation. All information contained herein that is not clearly historical in nature may constitute forward-looking information. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) volatile stock price; (ii) the general global markets and economic conditions; (iii) the possibility of write-downs and impairments; (iv) the risk associated with exploration, development and operations of mineral deposits; (v) the risk associated with establishing title to mineral properties and assets; (vi) the risks associated with entering into joint ventures; (vii) fluctuations in commodity prices; (viii) the risks associated with uninsurable risks arising during the course of exploration, development and production; (ix) competition faced by the resulting issuer in securing experienced personnel and financing; (x) access to adequate infrastructure to support mining, processing, development and exploration activities; (xi) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiii) risks related to regulatory and permitting delays; (xiv) risks related to potential conflicts of interest; (xv) the reliance on key personnel; (xvi) liquidity risks; (xvii) the risk of potential dilution through the issue of common shares; (xviii) the Company does not anticipate declaring dividends in the near term; (xix) the risk of litigation; and (xx) risk management.
Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company’s business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.
Mineral resources that are not mineral reserves do not have demonstrated economic viability. The estimate of mineral resources may be materially affected by environmental, permitting, legal, title, taxation, sociopolitical, marketing, or other relevant issues.
The quantity and grade of reported inferred mineral resources in this news release are uncertain in nature and there has been insufficient exploration to define these inferred mineral resources as indicated or measured mineral resources and it is uncertain if further exploration will result in upgrading them to indicated or measured mineral resources.
The PEA is preliminary in nature and includes Inferred Mineral Resources, which are considered too geologically speculative to have mining and economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no certainty that the reserves development, production, and economic forecasts on which the PEA is based will be realized.
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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