TORONTO, ONTARIO--(Marketwire - March 12, 2013) - Olivut Resources Ltd. ("Olivut" or the "Company") (TSX VENTURE:OLV) is very pleased to announce that it has entered into a Securities Purchase Agreement (the "Agreement") to raise up to $18 million over approximately the next 36 months in a tranched placement of securities to the Canadian Special Opportunity Fund, L.P., a fund managed by The Lind Partners, a New York-based asset management firm (together "Lind") focused on junior natural resource companies. It is anticipated that the initial cash advance date under the Agreement will occur on March 13, 2013.
Management believes that this non-exclusive, long term funding commitment provides Olivut with additional growth capital to confidently proceed forward to create value for Olivut shareholders. The funding commitment is an innovative investment structure that is new in Canada. It has been used successfully by Lind to fund numerous junior mining companies in other markets. Olivut and Lind have worked together to adapt this structure in order to obtain all required approvals from the Canadian regulatory bodies and the TSX Venture Exchange (the "TSXV"). Olivut is pleased to be the first to access capital under this structure in Canada and is especially positive about this development given the extremely challenging equity environment for junior financing. Management of Olivut is very pleased to be working with Lind which has a long track record of investing in junior mining companies. The Company has confidence in the supportive nature of Lind and looks forward to the regular periodic influx of capital to facilitate longer term corporate planning. The non-exclusive nature of this financing allows the Company the flexibility to pursue additional funding alternatives as market opportunities arise.
Olivut intends to use the proceeds to supplement its current cash position of approximately $1.1 million, to continue Olivut's exploration programs and for working capital purposes.
Subject to the terms and conditions of the Agreement, Lind will invest $500,000 on the initial cash advance date and $200,000 every month (approximately) over the following 35 months. Tranches may be increased to a maximum of $500,000 upon mutual agreement between Olivut and Lind and may be less than $200,000 after the first tranche if any single tranche exceeds 0.55% of the Company's market capitalization. The initial investment of $500,000 consists of (i) a $300,000 callable, convertible security that may be converted into 689,655 units (each a "Unit"). The first 500,000 Units issued shall be comprised of one common share and one warrant (the warrant entitling the holder to purchase one common share, as further described below) and the remaining Units issued shall be exercisable for one common share; and (ii) $200,000 to purchase common shares, expected to be issued on April 9, 2013. A maximum of 500,000 warrants may be issued to Lind.
The convertible security has a term of 36 months with a 0% interest rate and is unsecured and subordinated. Lind has the right to call the security at any time commencing upon the earlier of (i) the date six months following the date of the Agreement or (ii) the date on which the Company terminates the Agreement. The convertible security may be converted into Units any time after the initial cash advance date.
The 500,000 warrants that may be issued entitle the holder to purchase common shares at $0.5957 per share until the date that is 36 months after the initial cash advance date; half vest immediately and half vest upon the earlier of the date that is 12 months after the initial cash advance date or immediately upon termination of the Agreement by the Company.
The number of common shares issued in the subsequent tranches will be calculated based on a price per common share equal to 92.5% of the Daily Volume Weighted Average Price ("VWAP") per common share on the TSXV for the 5 days chosen by Lind out of the 20 trading days preceding such issuance date and provided such price will not be less than the higher of (i) the closing price per Common Share or (ii) the volume-weighted average price per Common Share, on the TSXV on the trading day immediately preceding the relevant cash advance date, in either case, less the maximum permitted discount under TSXV regulations.
The Agreement includes explicit no shorting provisions (including that Lind, its affiliates, associates and insiders will not sell Olivut shares that it does not hold in its inventory and that it does not own outright; pre-sell shares that it expects to receive or has contracted to receive, where such shares have not yet been issued and delivered to it; borrow shares to be sold; or borrow shares to cover a short position), a floor price which enables Olivut to refuse to issue stock below $0.40 and the option for Olivut to terminate the Agreement at any time, subject to compliance with the terms of the Agreement.
As part of the financing, Lind will receive a commitment fee of $200,000 payable in 505,944 common shares.
Common shares issued in approximately monthly tranches and for the commitment fee will be qualified for resale in Canada by a prospectus and issued to Lind utilizing an exemption from United States securities laws. The convertible security and underlying common shares and warrants will be issued under exemptions from Canadian and United States securities laws and will be subject to a four month hold period. Shareholders will be updated on a quarterly basis regarding the number of shares issued. If tranches deviate from $200,000 a press release will explain the funding details.
The Agreement, and any issuance of securities made thereunder, is subject to receipt of all required regulatory approvals including the approval of the TSXV and applicable securities regulatory authorities. In connection with the Agreement, Olivut will file the Agreement and a supplement to the final base shelf prospectus that it currently has filed with the securities regulators in Alberta, Ontario and British Columbia. Olivut and Lind have jointly applied for and obtained an order for exemptive relief from certain requirements of the securities laws of such jurisdictions. The Company's current base shelf prospectus is filed on SEDAR and is available at www.sedar.com.
Olivut is a diamond exploration company with a 100% mineral interest in over 142,000 acres in the HOAM Project in Canada's Northwest Territories and an agreement with Latin American Minerals Inc. and certain of its Paraguayan subsidiaries to explore the Itapoty Diamond Project located in central Paraguay, South America. Please visit www.olivut.com for detailed corporate and project information.
The Lind Partners, LLC is a New York-based asset management firm that manages the Canadian Special Opportunity Fund, L.P. and the Australian Special Opportunity Fund, L.P. The Lind team has been investing in junior natural resource companies since 2009 and has completed more than 35 direct investment transactions - similar to this investment in Olivut - for more than $385 million of total transaction value, mainly in Australian publicly traded junior companies in mining, oil & gas, biotech and clean tech.
This press release contains forward-looking statements with respect to the Company, and matters concerning the raising of additional capital, the business, operations, strategy, and financial performance of the Company. Actual results may differ materially from those indicated by such statements. These statements generally, but not always, can be identified by use of forward-looking words such as "may", "will", "expect", "estimate", "anticipate", "intends", "believe" or "continue" or the negative thereof or similar variations. All statements, other than statements of historical fact, included herein, including, without limitations statements regarding future production, are forward-looking statements that involve various risks and uncertainties. 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. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations, including that the estimates and projections regarding the Company's properties are realized. Forward-looking statements are based on a number of assumptions which may prove to be incorrect. Unless otherwise stated, all forward looking statements speak only as of the date of this press release and the Company does not undertake any obligation to update such statements except as required by law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available. This news release is not for distribution to United States newswire services or for dissemination in the United States.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.