Pele Mountain outlines terms of unit offering
Pele Mountain Resources Inc YPN
Shares issued 28,239,354 Oct 24 close $0.23
Mon 28 Oct 2002 News Release
Mr. Al Shefsky reports
Pele Mountain Resources has released the terms of a proposed private placement offering of up to 4,166,668 flow-through units at 24 cents per unit for gross proceeds of up to $1-million. Each unit will be composed of one flow-through common share and one-half non-transferable flow-through common share purchase warrant. Each whole purchase warrant will entitle the holder thereof to purchase one flow-through share at a price of 32 cents for a period of (a) 12 months after closing if the company is then a qualifying issuer, or (b) 18 months after closing if the company is not then a qualifying issuer. The proceeds of the offering will be used to incur qualified Canadian exploration expenses on Pele's diamond projects. The offering remains subject to execution and delivery of standard documentation, completion of all requisite filings and receipt of all regulatory approvals. Proceeds of and certain documents relating to the offering are scheduled to be delivered in escrow on or about Nov. 1, 2002, with closing to occur on the earlier of: (a) three business days after the company becomes a qualifying issuer; and (b) Nov. 29, 2002. If the company is not a qualifying issuer by Nov. 29, 2002, or within five business days after the company notifies the agent that the company will not become a qualifying issuer by such date, then, at the sole option of each of the subscribers,
either: (a) the escrow will be terminated and the subscription proceeds and other documents held in escrow will be returned to the subscribers; or (b) the escrow will be released and the offering completed. Dundee Securities Corporation will act as agent for the offering on a best efforts basis and, provided at least $500,000 of the offering is completed, will be paid a fee payable in common shares of Pele equal to 7 per cent of the total number of flow-through units placed. In addition, the agent will receive a broker warrant exercisable for common shares equal in number to 7 per cent of the total number of units placed. The broker warrant will be exercisable at a price of 24 cents per common share for a period of: (a) 12 months after closing if the company is then a qualifying issuer; (b) 18 months after closing if the company is not then a qualifying issuer; and
(c) 20 months after the escrow date if the escrow is terminated. Subject to certain limitations, the company will also pay all reasonable fees and expenses incurred by the agent in connection with the offering whether or not the offering or any part thereof is completed. The agent shall also be granted a right of first refusal to provide future brokered equity or equity-based financings of greater than $500,000 for a period of 12 months after the escrow date. |
