Tenajon Closes $4.1 Million Private Placement
May 12 2008 - 12:40PM
Marketwired Canada
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRES
Tenajon Resources Corp. (TSX VENTURE:TJS) (the "Company") is pleased to announce
that it has closed the underwritten private placement, which includes the full
amount of the over-allotment option, announced on April 29, 2008, raising gross
proceeds of $4,125,000 through the issue of 7,500,000 flow-through common shares
(the "Flow-Through Common Shares") at a price of C$0.55 per Flow-Through Common
Share.
A syndicate of underwriters led by Canaccord Capital Corporation and including
Blackmont Capital Inc. and Dundee Securities Corp. (collectively the
"Underwriters") were paid a cash commission of 7.0% of the total proceeds raised
upon closing and were issued underwriters' warrants ("Underwriters' Warrants")
equal to 7.0% of the Flow-Through Common Shares issued pursuant to this
Offering. Each Underwriters' Warrant will be exercisable to acquire one common
share at $0.55 up to May 12, 2009.
All of the Flow-Through Common Shares and Underwriters' Warrants issued in the
private placement are subject to a hold period that expires on September 13,
2008.
The Company intends to use the gross proceeds for general exploration
expenditures which will constitute Canadian exploration expenses (as defined in
the Income Tax Act) and renounced for the 2008 taxation year.
As previously announced on April 21, 2008, Tenajon has entered into a binding
letter agreement with Pinnacle Mines Ltd. ("Pinnacle") to sell its subsidiary,
0781639 B.C. Ltd. to Pinnacle, subject to satisfaction of certain conditions
including regulatory approval. Upon satisfaction of conditions to the sale, and
upon completion of the sale of 0781639 B.C. Ltd. to Pinnacle, purchasers under
this private placement (or their permitted transferees, assignees or designees)
will be shareholders of Tenajon on the record date for the determination of the
distribution of the shares of Pinnacle in accordance with terms of the sale.
Bruce McLeod and Don McLeod, both of whom are directors of Tenajon, acquired
50,000 and 90,900 flow-through shares respectively as subscribers under the
private placement. The participation by an insider in the private placement is
considered to be a "related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101"). The transaction is exempt from the formal
valuation and minority shareholder approval requirements of MI 61-101 as neither
the fair market value of the securities being issued nor the consideration paid
exceeds 25% of Tenajon's market capitalization.
On Behalf of the Board of Directors
TENAJON RESOURCES CORP.
D. Bruce McLeod, President
This news release does not constitute an offer to sell or solicitation of an
offer to sell any 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 U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
Cautionary Statement Regarding Forward-Looking Information
All statements, trend analysis and other information contained in this press
release relative to markets about anticipated future events or results
constitute forward-looking statements. Forward-looking statements are often, but
not always, identified by the use of words such as "seek", "anticipate",
"believe", "plan", "estimate", "expect" and "intend" and statements that an
event or result "may", "will", "should", "could" or "might" occur or be achieved
and other similar expressions. Forward-looking statements are subject to
business and economic risks and uncertainties and other factors that could cause
actual results of operations to differ materially from those contained in the
forward-looking statements. Forward-looking statements are based on estimates
and opinions of management at the date the statements are made. The Company does
not undertake any obligation to update forward-looking statements even if
circumstances or management's estimates or opinions should change. Investors
should not place undue reliance on forward-looking statements.
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