Grizzly Discoveries Inc. (the "Corporation") is pleased to announce that it has entered into an agreement with D&D Securities Inc. (the "Agent") to sell, on a reasonable best efforts private placement basis, up to $5 million in non-flow-through share units ("Non-FT Units") at a price of $0.50 per Non-FT Unit and up to $2.5 million in flow-through share units ("FT Units") at a price of $0.70 per FT Unit, for aggregate gross proceeds of up to $7.5 million (the "Offering").
Each Non-FT Unit will consist of one common share of the Corporation ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Non-FT Unit Warrant") entitling the holder to acquire one additional Common Share at an exercise price of $0.75 per share. Each FT Unit will consist of one Common Share to be issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a "FT Unit Warrant") entitling the holder to acquire one additional non-flow through Common Share at an exercise price of $0.95 per share. The FT Unit Warrants and the Non-FT Unit Warrants expire on the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the closing date of the Offering (the "Closing Date").
The Agent will receive a cash commission on the sale of the Non-FT Units and FT Units representing 7% of the gross proceeds raised in the Offering. In addition, the Corporation shall issue to the Agent, non-transferable share purchase warrants ("Broker Warrants") entitling the Agent to purchase Common Shares equal to 10% of the aggregate number of Non-FT Units and FT Units sold pursuant to the Offering. Each Broker's Warrant is exercisable at a price of $0.75 per Common Share until the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the Closing Date.
The proceeds of the Offering will be used to conduct further exploration drilling and for general working capital.
Closing of the Offering is anticipated to occur on or before March 30, 2011 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares and Non-FT Unit Warrants comprising the Non-FT Units, the Common Shares and FT Unit Warrants comprising the FT Units and the Broker Warrants, together with any Common Shares issued pursuant to the exercise of the Non-FT Unit Warrants, FT Unit Warrants and Broker Warrants will be subject to a hold period ending four months after closing of the Offering.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
About Grizzly Discoveries Inc.
Grizzly is an aggressive Canadian exploration company focused on exploring for world class gold and base metal deposits in British Columbia, and for diamonds and industrial minerals in Alberta. In British Columbia, Grizzly currently has four precious-base metal properties totaling over 235,000 acres. It currently holds more than 600,000 acres in Diamond properties which host diamondiferous kimberlites in the Buffalo Head Hills and Birch Mountains of Alberta. Grizzly has also acquired metallic and industrial mineral permits for potash totaling more than 2.34 million acres along the Saskatchewan-Alberta border.
Grizzly trades on the TSX Venture Exchange under the symbol GZD, with 34,254,636 Common Shares issued and outstanding.
On behalf of the Board
Grizzly Discoveries Inc.
/s/ "Brian Testo"
Brian Testo
President
(780) 693-2242
For further information, please visit our website at http://www.grizzlydiscoveries.com or contact Investor Relations:
Nancy Massicotte
IR PRO COMMUNICATIONS
Tel: 604-507-3377
Toll Free: 1-866-503-3377
Email: ir@grizzlydiscoveries.com
www.irprocommunications.com
Neither the TSX Venture Exchange 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.
Forward Looking Statements
This press release includes certain statements that may be deemed to be forward-looking statements. All statements in this press release, other than statements of historical facts that address access to capital, regulatory approvals, exploration drilling, exploitation activities and events or developments that the Corporation expects are forward-looking statements. In particular, but without limiting the forgoing, this press release contains statements concerning the anticipated closing date of the Offering and the anticipated use of the net proceeds of the Offering. Although Grizzly believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Grizzly can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offering could be delayed if Grizzly is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offering by Grizzly might change if the board of directors of Grizzly determines that it would be in the best interests of Grizzly to deploy the proceeds for some other purpose. Although the Corporation believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially form those projected in the forward-looking statements. Readers are cautioned not to place undue reliance on this forward-looking information, which is given as of the date it is expressed in this press release, and the Corporation undertakes no obligation to update publicly or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable securities laws. For more information on the Corporation, investors should review the Corporation's continuous disclosure filings that are available at www.sedar.com.