Selwyn Announces US$30 Million Bond Financing for ScoZinc Mine Restart
Selwyn
Resources Ltd. (SWN.TSX-V) (�Selwyn�) today announced that it has entered into
an agreement with First Securities AS of Oslo, Norway (the �Agent�), with the
intention to raise a minimum of US$30,000,000 (the �Offering�) from the sale of
senior secured bonds (the �Bonds�). The expected use of proceeds will be for
the purposes of restarting the ScoZinc Mine, a past
producing zinc-lead mine located in Nova Scotia, which Selwyn recently acquired
(see news release of June 1, 2011). The actual terms of the Bonds will not be
determined until completion of the Offering and will be announced at that time.
In May 2011 Selwyn closed a $12.8 million in equity financing related to the
acquisition of the ScoZinc Mine.
The
Bonds will be marketed to professional investors who may lawfully participate
in the Offering without any prospectus or similar being required pursuant to
applicable securities law exemptions. No offering memorandum will be prepared
or distributed in connection with the Offering.
It is
expected that Selwyn will issue warrants to purchase common shares of Selwyn to
the investors being allocated Bonds in the Offering.
Closing
of the Offering will be subject to certain conditions precedent, including
receipt of an amended industrial authorization for the expansion of the mine
pit and relevant corporate resolutions.
ABOUT SELWYN RESOURCES LTD.
Selwyn�s
main focus remains the exploration and development of the Selwyn Project in the
Yukon, by the joint venture comprised of Selwyn and Chihong
Canada Mining Ltd. The Selwyn Project has the potential for large-scale
production and to provide a secure supply of zinc and lead to meet the future
needs of the markets in Asia and beyond. The revitalization of the ScoZinc Mine will provide Selwyn with a second opportunity
for growth and provide additional cash flow for advancing the Selwyn Project.
IMPORTANT
NOTICE
The
contents of this announcement have been prepared by and are the sole
responsibility of Selwyn. The Agent is acting exclusively for Selwyn and no one
else, and will not be responsible to anyone other than Selwyn for providing the
protections afforded to their respective clients, or for advice in relation to
the contemplated Offering, the contents of this announcement or any of the
matters referred to herein.
The
Offering and the distribution of this announcement and other information in
connection with the Offering may be restricted by law in certain jurisdictions.
Selwyn assumes no responsibility in the event there is a violation by any
person of such restrictions. Persons into whose possession this announcement or
such other information should come are required to inform themselves
about and to observe any such restrictions. This announcement may not be used
for, or in connection with, and does not constitute, any offer of securities
for sale in the United States or in any other jurisdiction. The Offering will
not be made in any jurisdiction or in any circumstances in which such offer or
solicitation would be unlawful.
This
announcement is not for distribution, directly or indirectly in or into any
jurisdiction in which it is unlawful to make any offer or solicitation to any
person or where prior registration or approval is required for that purpose. No
steps have been taken or will be taken relating to the Offering in any
jurisdiction outside of Norway and Canada in which such steps would be required.
Neither the publication and/or delivery of this announcement shall under any
circumstances imply that there has been no change in the affairs of Selwyn or
that the information contained herein is correct as of any date subsequent to
the earlier of the date hereof and any earlier specified date with respect to
such information.
Securities
may not be offered or sold in the United States absent registration or an
exemption from registration. The securities offered in, or in connection with,
the Offering have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "US Securities Act") or with
any securities regulatory authority of any state or other jurisdiction of the
United States, and may not be offered or sold within the United States, except
in transactions exempt from registration under the US Securities Act, or in any
other jurisdiction in which it would not be permissible to offer or sell such
offer shares. All offers and sales outside the United States will be made in
reliance on Regulation S under the US Securities Act.
This
document does not constitute an offering circular or prospectus in connection
with an offering of securities of Selwyn. Investors must neither accept any
offer for, nor acquire, any securities to which this document refers, unless
they do so on the basis of the information contained
in the offering documentation to be prepared by Selwyn. This document does not
constitute an offer to sell or the solicitation of an offer to buy or subscribe
for, any securities and cannot be relied on for any investment contract or
decision.
FORWARD-LOOKING
STATEMENTS
This
press release contains forward-looking statements concerning the issue of the
Bonds. These forward-looking statements are based on assumptions and judgments
of management regarding the Bond issue that may prove to be inaccurate due to
factors beyond Selwyn�s control, including market conditions and the
satisfaction of conditions to the closing of the acquisition and the Bond
issue. Although we have attempted to identify important factors that could
cause actual results to differ materially from those contained in the
forward-looking statements, there may be other factors that cause results to
differ from those anticipated or intended. There is no assurance that such
information will prove to be accurate, as future events could differ materially
from those anticipated. Accordingly, there is no assurance that the completion
of the Bond issue will proceed as anticipated. Readers should not place undue
reliance on forward-looking statements.