EDITOR: | June 7th, 2013

Mason Graphite Announces Private Placement Financing of Up to $5 Million

| June 07, 2013 | No Comments
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June 7, 2013 — (Source: Mason Graphite Inc) — NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Mason Graphite Inc. (“Mason Graphite” or the “Company”) (TSX VENTURE:LLG) is pleased to announce a brokered private placement offering of flow-through units (the “FT Units”) at a price of $0.55 per FT Unit and hard dollar units (the “HD Units”) at a price of $0.50 per HD Unit for aggregate gross proceeds of up to C$5 million (the “Offering”). Each FT Unit will consist of one flow-through common share of the Company and one-half of one non flow-through common share purchase warrant (a “Warrant”). Each HD Unit will consist of one common share of the Company and one-half of one Warrant. Each whole Warrant will entitle the holder thereof to acquire one common share of the Company at a price of $0.60 for a period of 24 months following the closing date of the Offering.

Prior to the Closing Date, the Agents will have the option to increase the proceeds raised under the Offering by up to an additional $750,000 to raise gross proceeds of up to $5,750,000.

The Offering is being made on a “best efforts” basis by a syndicate of agents co-led by Delano Capital Corp. and PowerOne Capital Markets Limited and which includes Macquarie Capital Markets Canada Ltd., Marquest Asset Management Inc. and Stonecap Securities Inc. (together the “Agents”) and is expected to close on or about June 30, 2013 (the “Closing Date”).

The Company has agreed to pay the Agents a cash fee equal to 7% of the gross proceeds from the Offering. As additional compensation, the Agents will be issued compensation options (the “Broker Options”) equal to 7% of the total number of securities issued by the Company pursuant to the Offering. Each Broker Option will consist of one common share of the Company and one-half of one Warrant (a “Broker Warrant”). Each Broker Option will be exercisable at a price of $0.55 per Broker Option for a period of 24 months following the closing date of the Offering. Each whole Broker Warrant shall entitle the holder to acquire one additional common share of the Company at a price of $0.60 for a period of 24 months following the closing date of the Offering.

The Company will use the gross proceeds from the sale of the FT Units to incur Canadian exploration expenses (as defined in the Income Tax Act (Canada)) for the Company’s 100%-owned Lac Guéret graphite property in northeastern Quebec, which expenses will be renounced for the 2013 taxation year. The net proceeds of the sale of the HD Units will be used for exploration expenses on the Lac Guéret property and for general corporate purposes.

The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory authorities. All securities issued pursuant to the Offering will be subject to a four month and one day hold period.

About Mason Graphite

Mason Graphite is a Canadian mining company focused on the exploration and development of its 100% owned Lac Guéret graphite property, which is located in northeastern Québec near the main service center of Baie-Comeau. The Lac Guéret property currently hosts a National Instrument 43-101 compliant Mineral Resource (see news release issued on July 16, 2012), which considers the exploration of only 17% of one well defined zone. Excellent potential exists for mineral growth. The Company’s senior management team possesses significant graphite expertise from their experience at Timcal/Imerys; includingBenoit 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; andLuc Veilleux, CPA, CA, CFO and Executive Vice President, with 8 years of experience. Timcal, now owned by Imerys, is one of the largest graphite producers in the world.

Cautionary Statements Regarding Forward Looking Information

This press release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Company’s exploration prospects and the anticipated use of proceeds of the Offering. 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 risk of litigation; and (xix) 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.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities 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 a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Neither the 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.


Raj Shah

Editor:

Raj Shah has professional experience working for over a half a dozen years at financial firms such as Merrill Lynch and First Allied Securities Inc., ... <Read more about Raj Shah>


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