FSC / Press Release
Coventry Resources Completes C$6 Million Offering
NOT FOR DISTRIBUTION IN THE UNITED STATES OR DISSEMINATION THROUGH ANY U.S.
Vancouver, British Columbia CANADA, February 22, 2013 /FSC/ - Coventry Resources
Inc. (TSX-V:CYY, ASX:CYY)("Coventry" or the "Company") is pleased to announce
that it has completed its previously announced unit offering in Canada and
Australia for total gross proceeds of C$6.0 million (A$5.7 million) through the
issuance of 18.75 million units ("Units") of the Company at a price of C$0.32
per Unit (A$0.305 per Unit).
In Canada, each Unit consists of 0.3 of one common share of the Company (each
whole common share a "Common Share"), plus one subscription receipt of the
Company ("Subscription Receipt"). In Australia, each Unit consists of 0.3 of one
fully paid CHESS Depositary Instrument (each whole CHESS Depositary Instrument a
"CDI"), plus one Subscription Receipt of the Company. Each whole Subscription
Receipt will automatically be converted, without payment of any additional
consideration, into 0.7 of one Common Share of the Company and 0.5 of one common
share purchase warrant (each whole common share purchase warrant a "Warrant") in
Canada, or 0.7 of one CDI of the Company and 0.5 of one Warrant in Australia,
subject to the approval of the Company's shareholders at a meeting expected to
be held in April 2013 (the "Release Condition"). Each whole Warrant is
exercisable into either one Common Share of the Company in Canada, or one CDI of
the Company in Australia, for a period of 18 months at an exercise price of
C$0.45 per Common Share (A$0.43 per CDI).
Seventy percent of the gross proceeds of the offering (C$4.2 million, or A$4.0
million), being the portion of the gross proceeds of the Units that is allocated
to the Subscription Receipts, have been deposited into escrow, to be released
upon satisfaction of the Release Condition. In the event that the Release
Condition is not satisfied by June 22, 2013, the escrowed proceeds will be
returned to the holders of the Subscription Receipts and the Subscription
Receipts will be automatically cancelled.
The offering was conducted through a syndicate of agents co-led by Haywood
Securities Inc. and Argonaut Securities Pty Ltd. and included Canaccord Genuity
Corp., which were paid a cash commission of 6% of the gross proceeds raised as
consideration for their services in connection with the offering.
The Company intends to use the net proceeds of the offering to fund development
at the Company's Cameron Gold Camp Project, to advance certain of its other
properties, and for general working capital and corporate purposes.
The Units were offered pursuant to a short form prospectus in Canada qualifying
the Units in the provinces of British Columbia, Alberta and Ontario. In
Australia, Hong Kong and Singapore, the Units were offered under exemptions from
Australian and other local prospectus requirements. The Units were also offered
in the United States and other overseas jurisdictions on a private placement
basis pursuant to an exemption from the registration requirements of the United
States Securities Act of 1933, as amended (the "Act"). The Units, and the
securities comprising of the Units or issuable upon conversion of the
Subscription Receipts and Warrants, have not been registered under the Act or
any state securities laws and may not be offered or sold in the United States or
to, or for the account or benefit of, U.S. persons unless registered under the
Act or pursuant to an available exemption from such registration requirements.
ABOUT COVENTRY RESOURCES INC.
Coventry Resources Inc. is advancing the Cameron Gold Camp Project in
Northwestern Ontario, Canada towards production. In addition to
currently-defined mineral resources, Coventry has identified a number of
priority exploration targets within the project area and at its
highly-prospective Rainy River District Properties where the Company believes it
can continue to expand the resource base through further discovery. The Company
is led by a strong management team with the proven ability to explore, develop,
finance and operate mining projects.
For further information about Coventry Resources Inc., please contact:
Michael Naylor Don Halliday
President and CEO Vice President, Investor Relations
1 (416) 364 3700 1 (604) 899-1505
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.
This news release may contain "forward-looking statements" and/or
"forward-looking information" within the meaning of applicable securities
regulations in Canada and the United States (collectively, forward-looking
information"). Any forward-looking information contained in this news release is
made as of the date of this news release. Except as required under applicable
securities legislation, Coventry does not intend, and does not assume any
obligation, to update this forward-looking information except as may be required
by applicable laws. Forward-looking information includes, but is not limited to,
statements with respect to the use of the proceeds of the offering, satisfaction
of the Release Condition, mineral resource estimates, drill plans, planned work
programs, future upgrading of mineral resources and expected outcomes. Often,
but not always, forward-looking information can be identified by the use of
words such as "plans", "expects, "is expected", "budget", "scheduled",
"estimates", forecasts", "intends", "anticipates", or "believes", or the
negatives thereof or variations of such words and phrases or statements that
certain actions, events or results "may", "could", "would", "might", or "will"
be taken, occur or be achieved.
Any forward-looking information contained in this news release is based on
certain assumptions that Coventry believes are reasonable, including, that
approval of the Company's shareholders of the Offering will be received and the
Release Condition satisfied, with respect to any mineral resource estimates, the
key assumptions and parameters on which such estimates are based, that the
current price of and demand for gold will be sustained or will improve, that
general business and economic conditions will not change in a material adverse
manner, that financing will be available if and when needed on reasonable terms,
that supplies, equipment, personnel, permits and local community approval
required to conduct Coventry's planned exploration and development activities
will be available on reasonable terms and that Coventry will not experience any
material accident, labour dispute, or failure of equipment.
However, forward-looking information involves known and unknown risks,
uncertainties and other factors which may cause the actual results, performance
or achievements of Coventry to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking
information. Such factors include, among others, risks and uncertainties
relating to the actual results of exploration activities being different than
anticipated, cost of labour increasing more than expected, cost of equipment or
materials increasing more than expected, fluctuations in the price of gold and
other commodities, currency fluctuations, mineral resources not being as
estimated, unexpected variations in mineral resources, grade or recovery rates,
risk of accidents, labour disputes and other risks generally associated with
mineral exploration and unanticipated delays in obtaining or failing to obtain
governmental or community approvals or financing. Although Coventry has
attempted to identify important factors that could cause actual actions, events
or results to differ materially from those described in forward-looking
information, there may be other factors that cause actions, events or results to
not be as anticipated, estimated or intended. There can be no assurance that
forward-looking information will prove to be accurate, as actual results and
future events could differ materially from those anticipated in such statements.
Readers are cautioned not to place undue reliance on forward-looking information
due to the inherent uncertainty thereof.
This press release is available in PDF. Please click on the following link to
view the PDF file:
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-0- Feb/22/2013 15:05 GMT
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