Everton Resources Inc. Announces Public Offering of Units For A Minimum Of $5 Million
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Everton Resources Inc. (TSXV: EVR) (“ Everton” or the “ Company”) is pleased to announce today that it has filed a preliminary short form prospectus dated June 7, 2011 in connection with a proposed marketed public offering of units (the " Units") in the provinces of British Columbia, Alberta and Ontario on a fully-marketed best efforts agency basis for minimum gross proceeds to Everton of C$5,000,000 and maximum gross proceeds to be determined (the " Offering"). The Units will be priced in the context of the market prior to filing the final short form prospectus (the “ Issue Price”). The Offering will be co-led by NCP Northland Capital Partners Inc. and Fraser Mackenzie Limited and a syndicate of agents including Stifel Nicolaus Weisel Canada Inc. and D & D Securities Inc. (collectively, the " Agents"). A copy of the preliminary short form prospectus is available on SEDAR at www.sedar.com
Each Unit will consist of one common share of the Company (a " Common Share") and one-half of one common share purchase warrant (each whole warrant, a " Warrant"). Each Warrant shall entitle the holder thereof to acquire one common share of the Company, at a price per share which represents a 50% premium to the Issue Price, for a period of 18 months from the closing of the Offering.
In addition, the Company will grant the Agents an over-allotment option (the " Option") to purchase up to that number of additional Units equal to 15% of the number of Units sold pursuant to the Offering to cover over-allotments, if any, and for market stabilization purposes. The Option may be exercised in whole or in part at any time up to the date which is 30 days from the closing date of the Offering. The Option may be exercised for whole Units or for Common Shares and/or Warrants comprising the additional Units.
The Company intends to use the net proceeds from the Offering to: (i) complete the acquisition by the Company of the remaining interest not held by it in the properties of the Company located in the Dominican Republic, (ii) to incur exploration expenditures on the properties currently held by the Company in the Dominican Republic and (iii) for general corporate purposes. The Offering is expected to close on or about the last week in June, 2011 and is subject to certain conditions including, but not limited to, (i) the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities, and (ii) the concurrent completion of the acquisition from Brigus Gold Corp. (“ Brigus”) of the remaining 50% interest in the Ampliaci ó n Pueblo Viejo II Project in the Dominican Republic (the “ Acquisition”) (see the press release of the Company dated May 25, 2011 for more information with respect to the Acquisition).
The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933 , as amended (“ U.S. Securities Act”), or applicable state securities laws and may not be offered or sold to, or for the account or benefit of, persons in the United States (“ U.S. persons”), as such terms defined in Regulation S promulgated under the U.S. Securities Act, absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Everton Resources Inc.
The Company holds a 50% interests in the Ampliacion Pueblo Viejo (“ APV”), Ponton and La Cueva projects (the“ Concessions”), which are managed by Everton and are contiguous with Barrick’s and Goldcorp’s US$3 billion Pueblo Viejo gold project. Planned divestiture of its 100%-owned subsidiary Hays Lake Gold containing the Shoal Lake Gold Project in Kenora, Ontario is expected to provide internal funding to advance the APV project. Everton also holds an interest in the Opinaca region of James Bay, Quebec where the Company has partnered with Aurizon Mines Ltd. who is advancing Everton’s interest by funding 100% of all exploration work on one of the largest land packages adjacent to Goldcorp's Eleonore gold deposit.
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This news release contains certain forward-looking statements that involve risks and uncertainties, such as statements of Everton’s plans, objectives, strategies, expectations and intentions. The words “may”, “would”, “could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as they relate to Everton, or its management, are intended to identify such forward-looking statements. Many factors could cause Everton’s actual results, performance or achievements to be materially different any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The forward-looking statements included in this press release represent Everton’s views as of the date of the release. While Everton anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward-looking statements, except in accordance with applicable securities laws. Accordingly, readers are advised not to place undue reliance on forward-looking information. All subsequent written and oral forward-looking statements attributable to Everton or persons acting on its behalf are expressly qualified in their entirety by this notice.