Trading Symbol: ADA: TSXV; ADAIF: OTCQX
HALIFAX,
Feb. 28, 2013 /CNW/ - Acadian Mining
Corporation ("Acadian" or the "Company") is pleased
to announce that it has negotiated, subject to regulatory approval,
a non-brokered private placement for aggregate proceeds of
$900,000 ("Private
Placement"). The Company intends to use the proceeds of
the Private Placement to further develop its core assets and for
general working capital.
On February 28,
2013, Acadian entered into Subscription Agreements with each
of LionGold Corp. Ltd. ("LionGold"), Igneous Capital Ltd.
("Igneous") and Nelson
Fernandez, pursuant to which Acadian agreed to issue an
aggregate of 10 million shares at C$0.09 per share for total consideration of
C$900,000. Each of Igneous and
Mr. Fernandez presently own 10,783,145 common shares of the Company
(19.9% each) and Igneous holds $180,000 of convertible debentures of the
Company, which debentures are due on June
2013 and are convertible into up to 1,500,000 shares of the
Company at a conversion rate of $0.12
per share. Each of Igneous and Mr. Fernandez have agreed to
acquire two million shares on the Private Placement with the result
that they will each hold an aggregate of 12,783,145 of the
Company's issued and outstanding shares following the closing
(19.92% each). LionGold has agreed to acquire six million
common shares of the Company on the Private Placement, which will
represent 9.35% of the issued and outstanding common shares of the
Company following closing. LionGold is not currently a
shareholder of the Company.
Pursuant to Multilateral Instrument 61-101 -
Protection of Minority Security Holders in Special
Transactions ("MI-61-101") and the Policies of the TSX
Venture Exchange ("TSXV"), both Igneous and Mr. Fernandez
are considered "related parties" of the Company. As a result,
the share issuances to each of them pursuant to the Private
Placement will constitute a "related party transaction" within the
meaning of MI-61-101 and TSXV Policies. The Company is
relying upon the exemptions from the formal valuation and minority
shareholder approval requirements in relation to the Private
Placement on the basis that neither the fair market value of the
subject matter of, nor the fair market value of the consideration
for, the Private Placement exceeds 25% of the Company's market
capitalization calculated in accordance with MI-61-101.
The Private Placement is contingent on a number
of conditions precedent, including approval from the TSXV.
Acadian is optimistic that all conditions precedent will be met
shortly. It is anticipated that a material change report in
connection with the Private Placement will be filed less than 21
days before the closing of the Private Placement. Acadian
believes this shorter period is reasonable and necessary in the
circumstances as the Company wishes to complete the Private
Placement in a timely manner. There will be no new control
person or insider of the Company as a result of the Private
Placement.
The board of directors of Acadian had previously
instructed management of the Company to seek sources of working
capital for the Company and is pleased that two of the Company's
existing shareholders are willing to participate in the Private
Placement. Management consulted with each of the members of
the board of directors individually in connection with the proposed
Private Placement and the board's decision to proceed was
unanimous, with William Bush, who is
a director of Igneous, abstaining with respect to the portion of
the Private Placement taken by Igneous.
The shares to be issued pursuant to the Private
Placement will be subject to a statutory hold period of four months
and one day. No finder's fees or commissions will be paid in
connection with the Private Placement.
Forward Looking Statements
Certain information regarding Acadian contained herein may
constitute forward-looking statements within the meaning of
applicable securities laws. Forward-looking statements may include
estimates, plans, expectations, opinions, forecasts, projections,
guidance, or other statements that are not statements of
fact. Although Acadian believes that the expectations
reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been
correct. Acadian cautions that actual performance will be
affected by a number of factors, many of which are beyond Acadian's
control, and that future events and results may vary substantially
from what Acadian currently foresees. Discussion of the
various factors that may affect future results is contained in
Acadian's Annual Information Form dated March 29, 2012, which is available at
www.SEDAR.com. Acadian's forward looking statements are expressly
qualified in their entirety by this cautionary statement.
About the Company
Acadian is a Halifax, Nova Scotia,
based company with several gold projects located in Atlantic Canada. The Company also owns
barite properties on Cape Breton Island,
Nova Scotia. Acadian's primary focus is centered on
exploration and development of its two core gold deposits, namely
the Fifteen Mile Stream and Beaver Dam Projects.
For additional information on Acadian's
properties and activities, please visit its web site at:
www.acadianmining.com.
Neither TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
SOURCE ACADIAN MINING CORPORATION