VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 12, 2012) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Balmoral Resources Ltd. (TSX VENTURE:BAR)(OTCQX:BALMF) ("Balmoral" or the "Company") announces that it has entered into an agreement with Canaccord Genuity Corp. ("Canaccord"), pursuant to which a syndicate of underwriters led by Canaccord and including Cormark Securities Inc. and Laurentian Bank Securities Inc. (collectively, the "Underwriters") will purchase 4,350,000 flow-through common shares of the Company (the "Flow-Through Shares") at a price of $1.15 per Flow-Through Share on a bought deal private placement basis for gross proceeds of $5,002,500 (the "Offering"). The Company has also granted the Underwriters an option to purchase from the Company up to an additional 1,740,000 flow-through common shares (the "Over-Allotment Shares" and together with the flow-through common shares, the "Offered Securities") through the Offering at a price of $1.15 per Over-Allotment Share, exercisable 48 hours prior to the closing date of the Offering.
The proceeds raised from the Offering will be used to accelerate the exploration on the Company's Detour Gold Trend Project, including additional drill testing of the Company's Martiniere West, Bug Lake and recent high-grade Footwall discovery on the Martiniere Property and testing of high priority targets on the other Detour Trend Properties.
Closing of the Offering is anticipated to occur on or before October 4, 2012. Closing of the Offering is subject to receipt of regulatory approvals, including the acceptance of the Offering by the TSX Venture 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% of the gross proceeds of the Offering. The Underwriters will also receive broker warrants (the "Broker Warrants") equal to 5% of the Offered Securities sold pursuant to the Offering. Each Broker Warrant entitles the holder to acquire one common, non-flow-through, share of the Company at a price of $1.15 until the date that is 12 months from the closing of 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.
About Balmoral Resources Ltd. - www.balmoralresources.com
Balmoral is a Vancouver-based precious metal exploration and development company focused on district scale gold opportunities in North America. With a philosophy of creating value through the drill bit and with a focus on proven productive precious metal belts, Balmoral is following an established formula with a goal of maximizing shareholder value through discovery.
On behalf of the board of directors of BALMORAL RESOURCES LTD.
Darin Wagner, President and CEO
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian and United States securities laws. All statements, other than statements of historical fact, included herein, including statements regarding the anticipated closing of the Offering and the use of proceeds of the Offering are forward-looking statements. Forward-looking statements are typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions or are those which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, there can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. The Company cautions investors that any forward-looking statements by the Company are not guarantees of future performance, and that actual results may differ materially from those in forward-looking statements. Important factors that could cause actual events and results to differ materially from the Company's expectations include those related to weather, equipment and staff availability; performance of third parties; risks related to the exploration stage of the Company's projects; market fluctuations in prices for securities of exploration stage companies and in commodity prices; and uncertainties about the availability of additional financing; risks related to the Company's ability to identify one or more economic deposits on the properties, and variations in the nature, quality and quantity of any mineral deposits that may be located on the properties; risks related to the Company's ability to obtain any necessary permits, consents or authorizations required for its activities on the properties; and risks related to the Company's ability to produce minerals from the properties successfully or profitably. Trading in the securities of the Company should be considered highly speculative. All of the Company's public disclosure filings may be accessed via www.sedar.com and readers are urged to review these materials, including the latest technical reports filed with respect to the Company's mineral properties.
This press release is not, and is not to be construed in any way as, an offer to buy or sell securities in the United States.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.