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TORONTO, ONTARIO--(Marketwire - Feb. 22, 2013) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Frontline Gold Corporation (News - Market indicators) ("Frontline" or the "Company") is pleased to announce its intention to carry out a non-brokered private placement of up to 25,000,000 shares at a price of $0.02 per share for gross proceeds of up to $500,000 (the "Offering). The Offering will comprise the sale of units ("Units") at a price of $0.02 per Unit. Each Unit will consist of one common share in the capital of the Company ("Common Share") and one full non-transferable Common Share purchase warrant ("Warrant"). Each Warrant shall entitle the holder to acquire one full Common Share at a price of $0.07 at any time within 12 (twelve) months from issuance, and thereafter, at a price of $0.10 until the expiry of two years from issuance, subject to the accelerated expiry provisions described below.
Finder's fees equal to 8% of the gross proceeds raised, in addition to the issuance of a number of finder warrants ("Finder Warrants") equal to 8% of the number of Units issued, shall be paid to finders or other third parties (a "Finder") upon closing. Each Finder Warrant entitles the holder to acquire an additional Common Share at an exercise price of $0.07 at any time within 12 (twelve) months of the closing of the Offering, subject to the accelerated expiry described below.
The Offering is being made pursuant to TSX Venture Exchange Bulletin which provides for temporary relief from certain pricing requirements, and accordingly, the Offering is subject to certain conditions, as well as approval by the TSX Venture Exchange and any other applicable securities legislation. The securities comprising the Units will be offered to all Qualified Purchasers resident of any Canadian Province, in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. The securities issued upon the closing of the Offering will be subject to a four month hold period from the date of issue, including any other re-sale restrictions imposed by applicable securities regulatory authorities. Insiders of Frontline may, subject to regulatory approval, participate in up to 25% of the Offering.
If, commencing four months after the closing of the Offering, the common shares of Frontline trade at or above $0.19 on the TSX Venture Exchange for a minimum of 20 consecutive trading days, then Frontline shall have the right to give notice of early expiry of the Warrants. Early expiry shall accelerate and be automatically amended to be the 30th day after the date on which Frontline gives notice to the Warrant holder of such acceleration.
The proceeds from the Offering will be used for property option payments, exploration expenditures and general and administrative costs.
About Frontline Gold Corporation
Frontline is a Canadian junior mineral exploration company with an experienced discovery team and a proven record of accomplishment. The Company's flagship properties include the Menderes gold project in the Izmir province of Western Turkey and the Niaouleni gold project in southern Mali in the heart of West Africa's prolific gold belt. Ongoing Canadian exploration includes the Poly (gold VMS) and the Stewart (gold-copper porphyry) projects.
For further information, please visit the Company's website at www.frontlinegold.com to view the most recent corporate presentation.
This news release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results, programs and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: the availability of funds; the timing and content of work programs; results of exploration activities and development of mineral properties, the interpretation of drilling results and other geological data, the uncertainties of resource and reserve estimations, receipt and security of mineral property titles; project cost overruns or unanticipated costs and expenses, fluctuations in metal prices; currency fluctuations; and general market and industry conditions.
Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements.
Walter Henry, President & CEO
FRONTLINE GOLD CORP.