Altima Negotiates Equity Financing for Up to $3,500,000
March 13 2012 - 2:38PM
Marketwired Canada
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
Altima Resources Ltd. (TSX VENTURE:ARH) ("Altima" or the "Company") announces
that it has negotiated a private placement for gross proceeds of up to
$3,500,000, subject to acceptance by the TSX Venture Exchange. These funds will
be raised by the Company:
(a) issuing up to 50,000,000 Units at a price of $0.05 per Unit (the
"NFT Units") for gross proceeds of up to $2,500,000 (the "NFT
Financing"), each NFT Unit consisting of one common share and one
share purchase warrant, each warrant entitling the holder thereof
to purchase one additional common share, exercisable for a period
of two years from the date of issuance at a price of $0.10 per
share; and
(b) issuing up to 20,000,000 Flow-Through Units (the "FT Units") at a
price of $0.05 per FT Unit for gross proceeds of up to $1,000,000
(the "FT Financing"), each FT Unit consisting of one flow-through
common share and one share purchase warrant, each warrant entitling
the holder thereof to purchase one additional non flow-through
common share, exercisable for a period of one year from the date of
issuance at a price of $0.10 per share.
Proceeds of up to $1,000,000 from the FT Financing will be used for exploration
and development of the Company's Chambers-Ferrier area properties, which lie
immediately west of the multiple-zone producing pools in the Ferrier Field,
Alberta. The exploration work conducted will qualify as Canadian Exploration
Expense for the purposes of the Income Tax Act (Canada), which will then be
renounced by the Company to the placees.
Proceeds of up to $2,500,000 from the NFT Financing will be used in part towards
the completion and stimulation of the COPOL ET AL HZ CHAMBERS 14-15-41-11 W5M
well (reference News Releases February 1, 13 and 28, 2012), pipelining,
connection to the COPOL Chambers compressor station, and for general working
capital purposes.
Insiders and/or their associates have directly and/or indirectly subscribed for
a total of 4,000,000 FT Units and up to 1,500,000 NFT Units, and accordingly
those related parties may acquire up to an additional 5,500,000 common shares
(4,000,000 of which will be flow-through) in the capital stock of the Company
(excluding warrant shares) which will increase their pro rata shareholdings in
the Company (the "Related Party Transaction"). All of the independent directors
of the Company, acting in good faith, have determined that the fair market value
of the securities being issued and the consideration paid is reasonable and,
with the value of the Related Party Transaction being less than 25% of the
Company's market capitalization, is exempt from the formal valuation and
minority shareholder approval requirements of the Ontario Securities
Commission's Rule 61-501.
The Company may pay finders' fees in connection with the private placement in
accordance with TSX Venture Exchange policies.
ON BEHALF OF THE BOARD
Richard Barnett, Secretary and CFO
The securities referred to in this news release have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended, and may
not be offered or sold within the United States or to, or for the account or
benefit of, U.S. persons absent U.S. registration or an applicable exemption
from the U.S. registration requirements.
This news release does not constitute an offer for sale of securities for sale,
nor a solicitation for offers to buy any securities. Any public offering of
securities in the United States must be made by means of a prospectus containing
detailed information about the company and management, as well as financial
statements.
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