Silver Quest Closes First Tranche of Private Placement for Gross Proceeds of C$9.8m
July 20 2011 - 4:22PM
Marketwired Canada
NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED
STATES
Silver Quest Resources Ltd. (TSX VENTURE:SQI) (the "Company") is pleased to
announce the closing of the first tranche of its brokered private placement
financing (the "Brokered Offering") announced on June 28, 2011 for gross
proceeds of C$7,524,694 from the sale of 2,505,000 units (the "Units") at a
price of C$1.00 per Unit and 4,364,952 common shares issued as "flow-through"
shares for the purposes of the Income Tax Act (Canada) (the "Flow-Through
Shares") at a price of C$1.15 per Flow-Through Share. The Brokered Offering was
conducted by a syndicate of agents led by Paradigm Capital Inc. that also
included Stonecap Securities Inc. and Scotia Capital Inc. (collectively, the
"Agents").
The Company also announces the closing of its non-brokered private placement
(the "Non-Brokered Offering") for gross proceeds of C$2.3 million from the sale
of 2,300,000 Units.
Each Unit consisted of one common share of the Company and one-half of one
common share purchase warrant of the Company (each whole warrant being a
"Warrant"). Each Warrant entitles the holder thereof to purchase one common
share at a price of C$1.30 per share until 18 months from the closing date.
In connection with the Brokered Offering, the Agents received a cash commission
equal to 6% of the gross proceeds from sales to subscribers introduced to the
Brokered Offering by the Agents and options entitling the Agents to acquire
396,897 common shares of the Company (the "Brokered Compensation Options"). Each
Compensation Option entitles the holder to purchase one common share at a price
of C$1.15 per share until 18 months from the closing date. The Agents also
received a cash commission equal to 3% of the gross proceeds from sales to
subscribers included on the Company's president's list other than with respect
to 45,000 Units and 10,000 Flow-Through Shares.
In connection with the Non-Brokered Offering and subject to TSX Venture Exchange
final approval, the Company will pay to an arm's length third party a finder's
fee by issuing 138,000 Units, being 6% of the proceeds raised from the
Non-Brokered Offering, and compensation options (the "Non-Brokered Compensation
Options") equal to 6% of the number of Units sold pursuant to the Non-Brokered
Offering. Each Non-Brokered Compensation Option is exercisable to purchase one
common share of the Company at a price of C$1.15 until 18 months from the
closing date.
The Agents have placed the remainder of the Units which will fulfill the entire
private placement announced on June 28, 2011, however the closing of this
tranche requires a separate regulatory waiver, which is anticipated to be
received shortly.
The net proceeds from the private placement will be used by the Company for
exploration at its BC properties which may include the Davidson, Capoose and 3Ts
and exploration at its Yukon properties, which may include Prospector Mountain,
Rude Creek, Henderson and Boulevard as well as for general corporate purposes.
The gross proceeds received by the Company from the subscribers for the issuance
of the Flow-Through Shares will be used, pursuant to the provisions in the
Income Tax Act (Canada), to incur Canadian Exploration Expenses which will be
renounced in favour of the subscribers for the taxation year ending December 31,
2011. The securities issued in the private placement are subject to a four month
hold period in accordance with applicable Canadian securities laws.
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 or for the account or benefit
of a U.S. person as defined under applicable securities laws unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
SILVER QUEST RESOURCES LTD.
Randy Turner, President
Silver Quest Resources Ltd (TSXV:SQI)
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