Laval, Canada, December 27 2007 � DIAMOND FRANK EXPLORATION INC., �Diamond Frank� a subsidiary of Typhoon Exploration Inc. announces that it will proceed with an initial public offering and that it has obtained a receipt for a final prospectus with respect to, the distribution of a minimum of 750 A units and 350 B units ( the �Minimum Offering� ) and a maximum of 4,975 A or B units ( the �Maximum Offering� ) for gross proceeds of $1,100,000 in the event of the Minimum Offering is subscribed and $4,975,000 in the event of the Maximum Offering is subscribed.
Canaccord Capital Corporation will act as agent for Diamond Frank�s initial public offering as mentioned in the November 8 2007 press release. Please note that this press release indicated that the issue price for common share was $0.10 for the non-flow-through common shares included in the B Units. However, the policy 2.1 of the TSX Venture Exchange requires a minimum issue price for initial public offering of $0.15 per share.
Each A unit, offered at a price of $1,000 includes (i) 2,286 flow-through shares of Diamond Frank at a price of $0.35 and (ii) 1,333 common (non-flow-through) shares at a price of $0.15.
Each B unit (non-flow-through) offered at a price of $1,000 includes (i) 6,667 common shares at a price of $0.15 and (ii) 6,667 warrants, each warrant entitling its holder to subscribe for one (1) additional common share for a 24 month period following the initial closing at a price of $0.15.
Canaccord Capital Corporation will receive a commission equal to 10% in kind. The Agent will also be granted non-transferable compensations options entitling to subscribe for such number of common shares equal of the number of shares subscribed for, at a price of $0.15 per share, for a period of 12 months following the closing date. It was also agreed that the subscriptions arising from institutional investors referred by the Company will be entitled to a commission rate of 5% of the amount subscribed for.
The proceeds of the prospectus offering will be used to complete exploration work on the Ikirtuuq and Wapiscan diamond projects and for working capital purposes.
In addition, Typhoon intends to distribute as a dividend 2 million common shares to be received from Diamond Frank to its shareholders in consideration for the transfer of the Wapiscan and Ikirtuuq properties instead of the 5 million common shares disclosed previously.
This prospectus also qualifies the distribution by the corporation, immediately prior to closing of the Offering, of 2 million common shares in favour of Typhoon Exploration in consideration for the acquisition of the Ikirtuuq and Wapiscan properties. Such common shares will thereafter be distributed by Typhoon in favour of the shareholders of Typhoon registered on the record date to be determined for such distribution pursuant to the applicable laws and will be announced through press release shortly. The ratio for the dividend is approximately (39) thirty nine shares of Typhoon for (1) one share of Diamond Frank.
This transaction will allow Typhoon to concentrate its efforts to accelerate the development of its Fayolle gold project in the mining camp of Rouyn-Noranda in Abitibi.
Payment of the dividend by Typhoon will allow its shareholders to benefit from the anticipated success of Diamond Frank Exploration.
Diamond Frank has filed an application with the TSX Venture Exchange to list its common shares for trading under the symbol �DOD� and the listing on the Exchange will be subject to fulfill all listing requirements.
The common shares of Typhoon Exploration are listed on the TSX Venture Exchange under the symbol � TOO �.
Contact & Information
David Mc Donald, CEO
Tel.: (450) 622-4066 � Fax: (450) 622-4337
Toll free
1-877- 622- 4004
info@explorationtyphon.com
www.explorationtyphon.com
TSX-V: TOO
Statements in this release that are not historical facts are �forward-looking statements� within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Readers are cautioned that any such statements are not guarantees of future performance and that actual developments or results may vary materially from those in these �forward-looking statements. The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
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