Silver Quest Announces $10 Million Private Placement
posted on
Jun 28, 2011 09:29AM
Edit this title from the Fast Facts Section
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, June 28, 2011 /CNW/ - Silver Quest Resources Ltd. (SQI-TSX.V) (the "Company") is pleased to announce that it has entered into an agreement with a syndicate led by Paradigm Capital Inc. and including Stonecap Securities Inc. and Scotia Capital Inc. (the "Agents") in respect of a private placement financing to be undertaken on a best efforts basis for gross proceeds of up to C$8,002,000 (the "Brokered Offering"). The Brokered Offering will consist of up to 4,000,000 units (the "Units") at a price of C$1.00 per Unit and up to 3,480,000 common shares to be issued as "flow-through" shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through Shares") at a price of C$1.15 per Flow-Through Share. In addition, the Company will complete a non-brokered private placement of Units for gross proceeds of up to C$2,000,000 (the "Non-Brokered Offering).
Each Unit will consist of one common share ("Common Share") of the Company and one-half of one common share purchase warrant (each whole warrant being a "Warrant") of the Company. Each Warrant will entitle the holder thereof to purchase one Common Share at C$1.30 and will be exercisable for a period of 18 months after the closing date.
The Units and Flow-Through Shares are collectively referred to herein as the "Offered Securities".
The Company has granted the Agents an option, exercisable up to 48 hours prior to the closing of the Brokered Offering, to sell up to an additional number of Offered Securities equal to 15% of the Offered Securities sold under the Brokered Offering.
Upon closing, the Agents shall receive a commission paid in cash equal to 6% of the proceeds raised from the Brokered Offering. In addition, the Agents shall receive compensation options entitling the Agents, for a period of 18 months from the closing date, to acquire that number of Common Shares of the Company that is equal to 6% of the number of Offered Securities sold pursuant to the Brokered Offering (the "Compensation Options").� Each Compensation Option will be exercisable to purchase one Common Share of the Company at a price of C$1.15. The Company will also pay a finder's fee to an arm's length third-party in respect of the Non-Brokered Offering.� Such finder's fee will be comprised of cash equal to 6% of the proceeds raised from the Non-Brokered Offering and Compensation Options equal to 6% of the number of Offered Securities sold pursuant to the Non-Brokered Offering.
The net proceeds from the private placements will be used by the Company for exploration at its Davidson, Capoose, 3Ts and Yukon properties and for general corporate purposes. The gross proceeds received by the Company from the subscribers for the issuance of the Flow-Through Shares will be used, pursuant to the provisions in the Income Tax Act (Canada), to incur Canadian Exploration Expenses which will be renounced in favour of the subscribers for the taxation year ending December 31, 2011.
Closing of the private placements is anticipated to occur on or before July 19, 2011 and is subject to the receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The securities issued will be subject to a standard four month hold period.
SILVER QUEST RESOURCES LTD.
"Randy Turner"
Randy Turner, President
Neither the 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.