Ltd. (TSXV: PML, Lima: PML, Frankfurt: PZM) ("Panoro", the "Company") is pleased to
announce it has entered into an agreement with a syndicate of underwriters led
by Macquarie Capital Markets Canada Ltd. and including M Partners Inc., Mackie
Research Capital Corporation, Canaccord Genuity Corp. and GMP Securities L.P. (collectively, the
"Underwriters"), pursuant to which the Underwriters have agreed to
purchase, on a bought deal private placement basis, 16,670,000 units (the
"Units") in the capital of Panoro at the
price of $0.60 per Unit (the "Unit Price") for aggregate gross
proceeds to Panoro of $10,002,000 (the
"Offering"). Each Unit will be comprised of one common share and
one-half of one common share purchase warrant of the Company (each whole
warrant, a "Warrant"). Each Warrant will entitle the holder thereof
to purchase one additional common share of the Company at a price of $0.85 per
common share for a period of 18 months following the Closing Date (as defined
below). The Company has also agreed to grant the Underwriters an option to
purchase up to an additional 2,500,500 Units at the Unit Price for additional
aggregate gross proceeds to Panoro of $1,500,300,
exercisable at any time, in whole or in part, at any time up to 48 hours prior
to the Closing Date (the "Underwriters' Option"). If the
Underwriters' Option is exercised in full, the aggregate gross proceeds to Panoro will be $11,502,300.
The net proceeds of the Offering are intended to be used for continued
exploration and development of Cotabambas including
expansion of the drill program, preliminary metallurgical testing, geophysical
survey program, exploration and an updated NI 43-101 resource estimate, as well
as further exploration and development work at the Company's Antilla and Kusiorcco Projects
and for general corporate purposes.
The Company is pleased to report that current shareholder HudBay
Minerals Inc. (TSX: HBM, NYSE: HBM) ("HudBay
Minerals") has indicated its intention to purchase at least that number of
Units under the Offering that will enable HudBay
Minerals to maintain its current ownership interest in Panoro.
It is expected that the closing of the Offering will occur on or about March 8,
2012 (the "Closing Date") and is subject to the satisfaction of
certain conditions, including receipt of all applicable regulatory approvals
including the approval of the TSX Venture Exchange.
The Company has agreed to pay the Underwriters a cash fee equal to 7.0% of the
gross proceeds from the Offering. As additional compensation, the Underwriters
will be issued compensation options (the "Compensation Options")
equal to 7.0% of that number of Units issued in connection with the Offering
(including upon exercise of the Underwriter's Option). Each Compensation Option
will be exercisable to acquire one Unit on the same terms as the Offering for a
period of 18 months following the Closing Date at an exercise price equal to
the Unit Price, subject to regulatory approval.
This press release is not an offer to sell or the solicitation of an offer to buy
the securities, nor shall there be any sale of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to qualification or registration under the securities laws of such
jurisdiction. The securities being offered have not been, nor will they be,
registered under the United States Securities Act of 1933, as amended (the
"U.S. Securities Act"), and such securities may not be offered or
sold within the United States or to a U.S. person absent registration or an applicable
exemption from U.S. registration requirements. "United States" and
"U.S. person" have the respective meanings assigned in Regulation S
under the U.S. Securities Act.
Panoro's strategic focus is to move its advanced
stage copper and copper/gold projects to the feasibility and development stages
and to explore its other properties. The Company's large portfolio includes the
advanced Cotabambas Copper-Gold and Antilla Copper-Molybdenum Projects which include Inferred
level resources of:
90 million tonnes @ 0.77%
Cu and 0.42 g/t Au @ 0.4% Cu cutoff (SRK, 2007)
(in situ content of 1.5 billion pounds of Cu and 1.2 million ounces of Au)
154 million tonnes @ 0.47%
Cu and 0.009% Mo @ 0.25% Cu cutoff (AMEC, 2009)
(in-situ content of 1.6 billion pounds of Cu and 30 million pounds of Mo)
In addition to the ongoing exploration program at the Cotabambas
Project, the Company also plans exploration work at the Antilla
Copper-Molybdenum Project, Kusiorcco Copper Project
and Cochasayhuas Gold Project in 2012. Panoro has ten other exploration properties in Peru and is
currently evaluating investment alternatives including joint ventures.
Panoro's significant portfolio of properties is
located primarily in the south-eastern region of Peru. This region contains a
number of important copper and copper/gold deposits including Xstrata's Las Bambas and Antapaccay Copper
Projects and the Tintaya Copper Mine. In September
2010, Xstrata announced US$5.7 billion of investment to develop the Las Bambas and Antapaccay projects.
The region also includes First Quantum Minerals' Haquira
Copper Project, HudBay Minerals' Constancia
Copper Project and Grupo Mexico's Los Chancas Projects.
Chris Staargaard, M.Sc., P.Geo., a Director of the
Company and a Qualified Person under National Instrument 43-101, has reviewed
and approved the scientific and technical information in this press release.
On behalf of the Board of
Panoro Minerals Ltd.
Luquman Shaheen, M.B.A., P.Eng.,
President & CEO