Merc Completes $12.2 Million Private Placement
/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES./
TORONTO, March 21, 2012 /CNW/ – Merc International Minerals Inc. (“Merc“) (TSX Venture: MRK) is pleased to announce it has issued 28,302,400 units (the “Units“) at a price of $0.33 per Unit and 7,185,000 flow-through shares (“FT Shares“) at a price of $0.40 per FT Share for aggregate gross proceeds of $12,213,792 pursuant to its previously announced private placement (the “Offering“). Each FT Share consists of one common share of Merc, which qualifies as a “flow-through share” within the meaning of the Income Tax Act (Canada) and each Unit consists of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder thereof to acquire one additional common share of Merc at an exercise price of $0.50 per share until the earlier of: (i) September 21, 2013, or (ii) in the event that the common shares of Merc trade on the TSX Venture Exchange, or other recognized stock exchange or market, as applicable, at a volume weighted average price of $0.75 or more for a period of at least ten consecutive trading days from September 21, 2012, Merc shall be entitled to accelerate the time of expiry to a date ending at least thirty (30) days from the date that notice of such acceleration is provided to the holders of the common share purchase warrants.
Fraser Mackenzie Limited, as lead agent, Jones, Gable & Company Limited, Cormark Securities Inc., Bellotti Goodman Capital Inc., PowerOne Capital Markets Limited and Euro Pacific Canada Inc. (collectively, the “Agents“) acted as agents for and on behalf of Merc, with respect to the Offering, pursuant to which they received a cash commission equal to 6% of the gross proceeds of the Offering and 2,129,244 broker warrants (the “Broker Warrants“) each of which is exercisable to acquire one common share at a price of $0.40 until September 21, 2013. Members of management and certain directors of Merc also participated in the Offering.
The securities issued are subject to a hold period expiring July 22, 2012 in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such further restrictions as may apply under foreign securities laws.
The gross proceeds from the sale of the FT Shares will be used for exploration for Merc’s properties and the net proceeds from the sale of the Units will be used for general working capital purposes. The Offering remains subject to the final approval of the TSX Venture Exchange.
Merc International Minerals Inc.
Merc is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the NWT. Its land position covers 222,293 acres or 900 square kilometres in the Indin Lake Gold Camp, located approximately 220 kilometres north of Yellowknife, NWT.
This news release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, information with respect to the use of proceeds and TSX Venture Exchange acceptance. Generally, 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 based on the opinions and estimates of management at the date the information is made, and is based on a number of assumptions and is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Merc to be materially different from those expressed or implied by such forward-looking information, including risks associated with the exploration, development and mining such as economic factors as they effect exploration, future commodity prices, changes in foreign exchange and interest rates, actual results of current exploration activities, government regulation, political or economic developments, environmental risks, permitting timelines, capital expenditures, operating or technical difficulties in connection with development activities, employee relations, the speculative nature of gold exploration and development, including the risks of diminishing quantities of grades of reserves, contests over title to properties, and changes in project parameters as plans continue to be refined as well as those risk factors discussed in Merc’s management discussion and analysis for the year ended July 31, 2011, available on www.sedar.com. Although Merc has attempted to identify important factors that could cause actual results to differ materially from those contained in 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 information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information. Merc does not undertake to update any forward-looking information, except in accordance with applicable securities laws.
The securities offered have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or any U.S. state securities laws, and may not be offered or sold in the United States or to, or for the account or benefit of, United States persons absent registration or any applicable exemption from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.