Luna Gold Announces Equity Financings
NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Vancouver, September 2, 2011 - Luna Gold Corp. (TSXV-LGC) (BVL-LGC) ("Luna Gold" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus in connection with a proposed marketed public offering (the "Offering") of units (the "Units"). Each Unit will consist of one common share of the Company plus one half of one common share purchase warrant. Pricing of the Units will be determined in the context of the market.
The Offering will be conducted on a best efforts basis through a syndicate of agents led by National Bank Financial Inc., and including Raymond James Ltd., BMO Capital Markets Corp., and Scotia Capital Inc. (the "Agents"). Luna Gold has granted the Agents an option, exercisable in whole or in part at the discretion of the Agents, for a period of 30 days from the closing date of the Offering, to purchase up to that number of additional Units, common shares or warrants or combination thereof which in aggregate equal to 15% of the Units sold pursuant to the Offering, to cover over-allotments, if any, and for market stabilization purposes. The Agents will receive an aggregate cash commission equal to 6% of the total proceeds raised.
Concurrent to the Offering, the Company intends to conduct a private placement offering of units to investors in South America (the "South American Placement") through Celfin Capital S.A. SAB as lead Agent of the South American Placement. The South American Placement will be sold at the same price and on the same terms as the Units sold in the Offering, and will not be qualified for distribution under the prospectus. The gross proceeds to be raised from the Offering and the South American Placement are expected to be C$20,000,000.
Luna Gold intends to use the net proceeds of the Offering for the Aurizona expansion scoping study, Aurizona resource definition expansion, Maranh�o Greenfields discovery exploration, Cachoeira scoping study / pre-feasibility / feasibility study, corporate development, debt reduction and for general corporate purposes.
The Units to be sold under the Offering will be offered by way of a short form prospectus in all provinces of Canada, except Quebec, and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended and internationally pursuant to available exemptions.
The closing of the Offering is expected to occur on or about September 23, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange and the securities regulatory authorities.
About Luna Gold Corp.
Luna Gold is a producing gold company with development and exploration projects. Gold production is from the Aurizona Mine in Maranh�o, Brazil, and development is focused on the Cachoeira deposit in Para, Brazil. The Company is exploring Maranh�o Greenfields, a large strategically placed land position in Maranh�o, Brazil.
On behalf of the Board of Directors
LUNA GOLD CORP.
John Blake - President and CEO
Website: www.lunagold.com For further information contact Investor Relations at (604) 689-7317 or toll free at 1-866-689-7317.
NEITHER THE TSX VENTURE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Regulatory Footnotes
This news release does not constitute an offer to sell or a solicitation of an offer to sell 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 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 United States Securities Act of 1933 and applicable state securities laws or an exemption from such registration is available.
Forward-Looking Statements
All statements other than statements of historical fact included in this news release are forward-looking information that involve various risks and uncertainties, including, without limitation, statements regarding the expected size and timing of the Offering and the South American Placement, the proposed use of proceeds and the closing of the Offering. These statements are identified through the words "intend", "plan" and "expected" (or derivations thereof) in this news release. Such forward-looking information represents management's best judgment based on information currently available. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's plans or expectations include risks detailed from time to time in the filings made by the Company with Canadian securities regulators. These factors include the inherent risks involved in equity finance activities and the capital markets as a result of frequent and significant shifts in commodity prices and uncertainties in the global economy, the exploration and development of mineral properties, the uncertainties involved in interpreting drill results and other exploration data, the potential for delays in exploration or development activities, the geology, grade and continuity of mineral deposits, the possibility that future exploration, development or mining results will not be consistent with the Company's expectations, accidents, equipment breakdowns, title matters, labor disputes or other unanticipated difficulties with or interruptions in exploration and operations, fluctuating metal prices, uncertainties relating to the availability and costs of financing needed in the future, the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, currency fluctuations, regulatory restrictions, including environmental regulatory restrictions and liability, competition, loss of key employees, and other related risks and uncertainties. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements or information whether as a result of new information, future events or otherwise, except as otherwise required by applicable securities legislation.
You can also view this News Release on our website at:
http://www.lunagold.com/s/NewsReleases.asp?ReportID=477039
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