TAN RANGE ANNOUNCES PRIVATE PLACEMENT OF SPECIAL WARRANTS
TAN RANGE ANNOUNCES PRIVATE PLACEMENT OF SPECIAL WARRANTS
VANCOUVER, Feb. 17 /CNW/ - Tan Range Exploration Corporation
Alberta Stock Exchange Symbol: TNX
Tan Range Exploration Corporation (''Tan Range'') announces that it has
retained C.M. Oliver & Company Limited (the ''Agent'') to act as agent on a
best efforts basis for its proposed private placement offering of up to
2,353,000 Special Warrants (the ''Special Warrants'') at a price of $0.85 per
Special Warrant (the ''Offering Price'') to raise up to $2,000,050 (the
''Offering''). Each Special Warrant will be convertible at no additional cost
into one Unit of Tan Range, with each Unit consisting of one common share and
one share purchase warrant. Each whole share purchase warrant will entitle
the holder to purchase one additional common share of Tan Range at a price of
$0.93 during the 12 month period subsequent to the completion of the Offering
(the ''Closing''), and at a price of $1.20 per share during the 13th to 24th
month period following the Closing.
The agent will solicit subscriptions from subscribers resident in British
Columbia, Ontario, Alberta (the ''Qualifying Jurisdictions'') and, with the
consent of Tan Range, elsewhere (the ''Subscribers''). The closing of the
Offering (the ''Closing'') will occur on a date to be agreed by Tan Range and
the Agent, provided that the Agent will be granted a minimum selling period of
30 days.
Tan Range will be required to obtain a receipt for a final Prospectus
(the ''Prospectus'') within 140 days from Closing. If all deficiencies are
not cleared and the Prospectus is not receipted in all the Qualifying
Jurisdictions within 140 days of Closing (the ''Qualification Deadline''),
then each Special Warrant will entitle the holder thereof to acquire, at no
additional cost to the holder, 1.1 common shares and 1.1 share purchase
warrants. If Tan Range files the Prospectus to include a public offering of
securities to raise additional financing (in addition to qualifying the
Special Warrants hereunder) and Tan Range applies for listing of its common
shares on The Toronto Stock Exchange within 140 days of the Closing, then the
Qualification Deadline shall be extended to 180 days from the Closing before
the Qualification Penalty applies. The Agent will have a right to participate
in any future financing of Tan Range that is contemplated or announced within
a one year period from the Closing.
One-third of the gross proceeds of the Offering will be held by an
acceptable escrow agent and released to Tan Range upon the earlier of payment
of the Qualification Penalty or receipt of the Prospectus in the Qualifying
Jurisdictions.
Tan Range has agreed not to issue or announce the issuance of any common
shares or other securities, other than for (i) business acquisitions, or (ii)
pursuant to options, warrants, or other agreements or instruments existing at
the date of this agreement, for a period of four months following the
completion of the Offering, unless the issue or striking price is equal to or
greater than the Offering Price.
In consideration of the Agent's efforts in placing the Offering, Tan
Range will pay to the Agent a commission of 8.0% of the gross proceeds from
the Offering in cash, which the Agent shall deduct from the gross proceeds on
Closing. Tan Range shall also pay a non-refundable work fee of $10,000 plus
GST. In addition, Tan Range will grant to the Agent an option (the ''Agent's
Option'') to acquire warrants (the ''Agent's Warrants'') granting the Agent
the right and option to purchase that number of shares of the issuer which is
10% of the number of Special Warrants sold on the Offering. The Agent's
Warrants will be exercisable in whole or in part during the 12 month period
following the Closing at $0.93 per share, and during the 13th to 24th month
following the Closing at $1.20 per share.
The Agent's commission and the Agent's Option as well as the terms of the
proposed Offering have been negotiated with the Agent at arm's length.
The net proceeds from this financing will be used to fund drilling and
other exploration work on Tan Range's mineral properties in East Africa and to
meet the costs of corporate administration.
Completion and Closing of the Offering is subject to a number of
conditions including completion of all necessary documentation, including a
formal Agency Agreement, to the conduct of due diligence by the Agent, to the
approval of the Board of Directors and shareholders of Tan Range, if required,
and to the approval of the Alberta Stock Exchange, for which application is
being made contemporaneously.
TAN RANGE EXPLORATION CORPORATION
''Marek Kreczmer''
MAREK J. KRECZMER, M.Sc., P.Eng.
President and Chief Executive Officer
The Alberta Stock Exchange has neither approved nor disapproved of the
information contained herein.
%SEDAR: 00008194E
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For further information: Investor Relations at 1-800-811-3855
TAN RANGE EXPLORATION CORPORATION has 21 releases in this database.
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