advancing to production
100%-owned Mary River iron ore deposits, Baffin Island, Nunavut Territory, Canada.
Message: Public Offering of Units and Private Placement of Flow-Through Units
| November 19, 2009 |
| Baffinland Announces Public Offering of Units and Private Placement of Flow-Through Units |
| TORONTO, ONTARIO--(Marketwire - Nov. 19, 2009) - NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. Baffinland Iron Mines Corporation (the "Company") (TSX:BIM) announced today that it has entered into an agreement with GMP Securities L.P. ("GMP") in respect of a public offering on a bought deal basis in each of the provinces and territories of Canada, other than Quebec, (the "Offering") of 20,834,000 units of the Company (the "Units") at a price of $0.48 per Unit for gross proceeds of approximately $10 million. Each Unit consists of one common share of the Company (each, a "Common Share") and one half of one common share purchase warrant (each, a "Warrant") entitling the holder thereof to acquire one Common Share at a price of $0.70 per share for a period of three years from the closing of the Offering. The Offering is being led by GMP together with a syndicate of underwriters including CIBC World Markets Inc., Desjardins Securities Inc., Jennings Capital Inc. and National Bank Financial Inc. (the "Underwriters"). The Company has also granted the Underwriters an option, exercisable for a period of 30 days following the closing of the Offering, equal to 15% of the number of Units sold under the Offering. In addition, the Company announced that it has also entered into an agreement with GMP in respect of a private placement (the "Private Placement") on a bought deal basis of 36,400,000 units of the Company (the "Flow-Through Units") at a price of $0.55 per Flow-Through Unit for gross proceeds of approximately $20 million. Each Flow-Through Unit consists of one Common Share to be issued as a "flow-through" common share (each, a "Flow-Through Share") and one half of one Warrant entitling the holder thereof to acquire one Common Share at a price of $0.70 per share for a period of three years from the closing of the Private Placement. The Private Placement is being offered by a syndicate of underwriters comprised of GMP, CIBC World Markets Inc., Desjardins Securities Inc., Jennings Capital Inc., National Bank Financial Inc. and Raymond James Ltd. (the "Private Placement Underwriters"). The Company has granted the Private Placement Underwriters an option exercisable until the closing date of the Private Placement to purchase up to an additional 15% of the number of Flow-Through Units sold under the Private Placement. The Company currently expects to file a preliminary prospectus in respect of the Offering on or before November 25, 2009. Closing of the Offering and the Private Placement is currently expected to occur on or about December 10, 2009, and is subject to certain terms and conditions, including receipt of all regulatory approvals and the approval of the Toronto Stock Exchange. The Company has previously granted to Resource Capital Fund IV L.P. and Resources Capital Fund III L.P. (collectively, the "Resource Funds") the right to participate in future offerings of the Company as long as the Resource Funds continue to hold more than 10% of the issued and outstanding Common Shares. Pursuant to such right, the Resource Funds may participate in a parallel offering for such number of securities of the Company that will result in the Resource Funds, collectively, holding up to the number of pro rata securities of the Company, after the closing of the offering of securities of the Company, as were held before. Such right may only be exercised on certain terms and if the offering of securities is successfully completed. The Company intends to use the net proceeds of the Offering and the Private Placement to increase and upgrade its mineral resources on its Mary River property and to modestly advance development activities on Deposit No. 1 and for general corporate purposes. The Company will, however, ensure that the entire gross proceeds from the Private Placement will be spent on Canadian exploration expenses. The Units may be sold outside of Canada where they may be lawfully sold on a basis exempt from the prospectus requirements of such jurisdiction. The Units and the Flow-Through Units, and the Common Shares, Flow-Through Shares and Warrants issuable thereon, as applicable, have not been and will not be registered under the United States Securities Act of 1933 and accordingly may not be offered or sold in the United States absent registration or applicable exemption from the registration requirement of such Act. This news release is not an offer of securities for sale in the United States. Baffinland is a Canadian publicly-traded junior mining company that is focused on its wholly-owned Mary River iron ore deposits located on Baffin Island, Nunavut Territory, Canada. Baffinland's shares trade on the Toronto Stock Exchange under the trading symbol BIM. |
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