TORONTO, ONTARIO - September 29, 2009
NOT FOR DISSEMINATION IN THE UNITED STATES OR OVER UNITED STATES NEWSWIRE SERVICES.
Volta Resources Inc. ("Volta" or the "Company") (TSX:VTR)
announces that the Company has entered into an agreement with a syndicate of underwriters (the "Underwriters"), led by Wellington West Capital Markets Inc., pursuant to which the Underwriters have agreed to purchase, or to find substitute purchasers to purchase from Volta, 15,200,000 subscription receipts ("Sub Receipts") on a "bought deal" private placement basis at a price of $0.33 per Sub Receipt for gross proceeds of $5,016,000 (the "Offering"). The Company has also granted the Underwriters an option to purchase up to 12,200,000 additional Sub Receipts for additional gross proceeds of $4,026,000 at any time up to 48 hours prior to the closing of the Offering.
Each Sub Receipt will be automatically converted without any further action on the part of the holder thereof and will entitle the holder to acquire, at the Escrow Release Time (as defined herein), for no additional consideration and subject to adjustment, one common share of the Company (each an "Underlying Share"). The Sub Receipts and the Underlying Shares will be subject to a four month and one day hold period pursuant to Canadian securities laws.
Upon the closing of the Offering ("Closing"), the gross proceeds from the sale of the Sub Receipts (the "Escrowed Funds") will be deposited into escrow with an escrow agent acceptable to both the Company and the Underwriters. Subject to the satisfaction by the Company of certain customary conditions, the Escrowed Funds will be released from escrow to the Company (after deducting the Underwriters' Commission (as herein defined) and applicable expenses) immediately prior to the closing of the previously announced acquisition (the "Acquisition") by the Company of the Kiaka Gold Project, located in Burkina Faso, from Randgold Resources Limited (the "Escrow Release Time").
At the Escrow Release Time, the Company will pay to the Underwriters a cash commission equal to 6% of the gross proceeds raised under the Offering (the "Underwriters' Commission"), and issue to the Underwriters such number of non-transferable compensation options (the "Compensation Options") as is equal to 6% of the aggregate number of Sub Receipts sold under the Offering. Each Compensation Option shall be exercisable at any time to acquire one common share of the Company (a "Broker Share") at a price of $0.33 for a period of 12 months from the date of the closing of the Offering.
Closing is anticipated to occur on or before October 21, 2009 and is subject to certain conditions, including but not limited to receipt of applicable TSX and other regulatory approvals. The conversion of the Sub Receipts into the Underlying Shares will be conditional upon Volta receiving approval therefor from its shareholders.
Volta intends to use the net proceeds of the Offering to fund the Acquisition and for general corporate and working capital purposes.
In the event that the Escrow Release Conditions are not satisfied before 5:00 p.m. (Toronto time) on November 30, 2009, the Escrowed Funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of Sub Receipts, and the Sub Receipts shall be cancelled.
This press release is not an offer of Sub Receipts for sale in the United States. The Sub Receipts have not and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
Volta is a mineral exploration company primarily focused on becoming a leader in the identification, acquisition and exploration of gold properties in West Africa. The Company is committed to West African exploration and is Canadian-based with its head office in Toronto, Ontario and operations offices in Accra, Ghana and Ouagadougou, Burkina Faso.
For further information, please refer to our website www.Voltaresources.com
Kevin Bullock, P.Eng., President & CEO
Tel: (647) 388-1842
Fax: (416) 867-2298
Forward Looking Information Caution:This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the proposed offering of subscription receipts by Volta, the future price of gold and other minerals and metals, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Volta to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks relating to the successful completion of the proposed subscription receipt offering by Volta, risks related to international operations; risks related to the integration of acquisitions; risks related to joint venture operations; actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the management and officers of Volta believe that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Volta does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
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