Aurcana Announces A $15 Million Financing On Brokered And Non-Brokered Basis
February 13, 2007
NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS
Aurcana Corporation ("Aurcana" or the "Company") is pleased to announce a $15 million financing of Units on a brokered and non-brokered basis. For the brokered portion of the financing, Aurcana has entered into an agreement with Canaccord Capital Corporation to act as the lead agent (the "Agent") to market a private placement financing of up to CDN$4,000,000 on a commercially reasonable efforts basis (the "Offering").
Under the brokered private placement, the Company proposes to issue up to 3,200,000 units at $1.25 per unit. Each unit will consist of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant will entitle the holder to acquire one common share at any time up to 18 months after the closing of the Offering at a price of $1.85 per share; provided that if the closing price of the Company's shares as traded on the Exchange, subsequent to four months from Closing, is at or over $3.00 per share for 20 consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants upon giving 30 days notice to the holders thereof. In addition, the Agent has been granted an over-allotment option to purchase additional Units to raise additional gross proceeds of up to 800,000 Units, exercisable forty eight (48) hours prior to Closing.
The Company shall pay to the Agent a commission of 7% of the gross proceeds of the Offering. In addition, the Agent will receive Agent's warrants equal to 7% of the Units sold exercisable at any time up to 18 months following the closing of the Offering at an exercise price of $1.50 per share.
For the non-brokered portion of the financing, the Company will conduct on a best efforts basis, a private placement for up to 8,800,000 units at $1.25 (the "Unit") for proceeds of CDN$11,000,000. Each Unit will consist of one share (a "Share") and one half of one common share purchase warrant. One full common share purchase warrant (a "Warrant") will permit the holder to purchase a further common share (a "Warrant Share") for a period of 18 months from closing at a price of $1.85 per Warrant Share, provided that if the closing price of the Company's shares as traded on the Exchange, subsequent to four months from Closing, is at or over $3.00 per share for 20 consecutive trading days, the Company will have the right to accelerate the expiry of the Warrants upon giving 30 days notice to the holders thereof. Finders' fees in accordance with the Policies of the Exchange may be paid in cash, warrants or common shares.
The proceeds of the private placement will be used for the advancement of the Company's La Negra Mine located in Queretaro State, Mexico, for identification and execution of acquisitions and to provide general working capital. The closing of the offering is subject to certain conditions, including completion of satisfactory due diligence by the Agent and regulatory approval.
In accordance with securities legislation currently in effect, the securities issued pursuant to the Offering will have a restricted "hold" period of four months plus one day from the date of closing of the Offering.
The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States.
ON BEHALF OF THE BOARD OF DIRECTORS OF
"Ken Booth", President
For further information, please contact: Ken Booth, President or
Colin Farr, Investor Relations
Phone: (604) 331-9333
Web site: www.aurcana.com
The statements made in this News Release may contain certain forward-looking statements. Actual events or results may differ from the Company's expectations. Certain risk factors may also affect the actual results achieved by the Company.The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy and accuracy of this Release.