/NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. NEWSWIRE
SERVICES/
TORONTO, Sept. 12, 2012 /CNW/ - ("Treasury Metals" or the "Company") is
pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp. ("Canaccord"), pursuant to which a syndicate of
underwriters led by Canaccord (the "Underwriters") will purchase, in
any combination, units of the Company ("Units") at a price of $0.75 per
Unit and a minimum of $2.0 million in flow-through common shares of the
Company ("Flow-Through Shares") at a price of $0.80 per Flow-Through
Share to raise aggregate gross proceeds of $3.0 million (the
"Underwritten Offering").
Each Unit shall consist of one common share in the Company and one half
of one common share purchase warrant of the Company exercisable for a
period of 24 months from the closing date. Each whole warrant shall be
exercisable into one common share of the Company at $1.00 per share.
In addition, the Company will grant the Underwriter an option to sell
additional units (the "Over-Allotment Units") or flow-through common
shares (the "Over-Allotment Flow-Through Shares") of the Company, in
any combination of Over-Allotment Units or Over-Allotment Flow-Through
Shares (and together with the Units and Flow-Through Shares, the
"Offered Securities"), to raise additional gross proceeds of up to $2.0
million (the "Over-Allotment Option" and together with the Underwritten
Offering, the "Offering").
The net proceeds raised through the Offering will be for the advancement
of the Company's assets and for general working capital purposes.
Closing of the Offering is anticipated to occur on or about September
21, 2012 (the "Closing Date"). Closing of the Offering is subject to
receipt of regulatory approvals, including the acceptance of the
Offering by the Toronto Stock Exchange. The Offered Securities will be
subject to a four month hold period under applicable securities laws in
Canada.
In consideration of the Underwriters' services, the Company has agreed
to pay the Underwriters a cash commission of 6.0% of the gross proceeds
raised under the Offering. The Underwriters will also receive broker
warrants (the "Broker Warrants") exercisable at any time from the
Closing Date to the day prior to the date that is 24 months from the
Closing Date to acquire that number of common shares of the Company
which is equal to 6.0% of the aggregate number of Offered Securities
issued pursuant to the Offering.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein in the United
States. The securities described herein have not been and will not be
registered under the United States Securities Act of 1933, as amended,
and may not be offered or sold in the United States or to the account
or benefit of a U.S. person absent an exemption from the registration
requirements of such Act.
Forward Looking Statements
This press release contains forward-looking statements such as the
expected use of the net proceeds from the private placement, our future
financial condition, business plans and objectives, results of
operations and business. Such statements are based on operations,
estimates, forecasts and projections. They are not guarantees of future
performance or events and involve risks and uncertainties that are
difficult to predict and may be beyond Treasury Metals' control. A
number of important factors could cause actual outcomes and results to
differ materially from those expressed in forward-looking statements,
including those set forth herein and in other public filings. In
addition, such statements relate to the date on which they are made.
Consequently, undue reliance should not be placed on such
forward-looking statements. Treasury Metals disclaims any intention or
obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, save and
except as may be required by applicable securities laws.
SOURCE: Treasury Metals Inc.
