Sam,
ON TOPIC
news release:
Wed Oct 27, 1999
Private placement completed
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Further to news releases dated September 28, 1999 and October 12, 1999, of Winspear Resources Ltd. (the "Company"), Randy C. Turner, the President of the Company, announces that the private placement of 5,746,150 Special Warrants at a price of $2.55 per Special Warrant, brokered as to 4,556,150 Special Warrants by Deutsche Bank Securities Limited (as lead agent), Canaccord Capital Corporation and Yorkton Securities Inc., has been completed.
The Company will utilize the gross proceeds of $14,652,682.50 from this private placement to fund the forthcoming exploration program at the Camsell Lake Property, to fund general working capital and to pay the agents' cash commission and expenses.
If receipts (the "Receipts") for a prospectus qualifying the distribution of the securities are issued by the Provinces of Quebec, Ontario, Manitoba, Alberta and British Columbia on or before February 19, 2000:
(a) each Class A Special Warrant will be convertible, for no additional consideration, into one flow-through common share and one-quarter of one non-flow-through common share purchase warrant (a "Warrant");
(b) Each Class B Special Warrant will be convertible, for no additional consideration, into one non-flow-through common share and one-half of one Warrant; and
(c) Each one whole Warrant will entitle the holder to purchase, at the price of $2.75 per share, one common share at any time prior to 12 months from the earlier of receipt of a final prospectus qualifying the common shares and Warrants issuable upon exercise of the Class A Special Warrants and Class B Special Warrants (collectively the "Securities") and April 22, 2001.
If Receipts are not issued on or before February 19, 2000, the Company will pay a penalty to the holders of the Special Warrants consisting of:
(a) for each Class A Special Warrant, an additional one-quarter of one Warrant, making the total entitlement one common share and one-half of one Warrant; and
(b) for each Class B Special Warrant, an additional 0.10 common share and an additional 0.05 Warrant, making the total entitlement 1.1 common shares and 0.55 of one Warrant.
With respect to the brokered portion of the transaction, the agents received a commission comprised of:
(a) 6% of the gross proceeds in cash; and
(b) options (the "Agents' Options") to acquire 318,930 units (the "Agents' Units"), each Agents' Unit comprising one common share and one-half of one Warrant. The purchase price for the Agents' Units is $2.55 per Agents' Unit. The Warrant to be issued upon the exercise of an Agents' Unit will have the same terms and conditions as the Warrants to be issued to the investors.
With respect to the brokered portion of the transaction, the hold period relating to the Special Warrants will expire on the earlier of the issuance of a receipt for a final prospectus qualifying the common shares and Warrants issuable upon exercise of the Special Warrants and:
(a) in British Columbia, February 22, 2000;
(b) in Manitoba, October 22, 2000; and
(c) in the other jurisdictions, the date on which the Company becomes a reporting issuer in such jurisdiction.
With respect to the non-brokered portion of the transaction, the hold period relating to the Special Warrants will expire on the earlier of the issuance of a receipt for a final prospectus qualifying the common shares and Warrants issuable upon exercise of the Special Warrants and:
(a) in British Columbia, February 26, 2000;
(b) in Manitoba, October 26, 2000; and
(c) in the other jurisdictions, the date on which the Company becomes a reporting issuer in such jurisdiction.
WINSPEAR RESOURCES LTD.
Randy C. Turner, P.Geo.
President and Director
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