Private Placement Amended Ariel Partners LLP engaged to act as Financial Advisor
609-475 HOWE STREET, VANCOUVER BC V6C 2B3
TEL: (604) 682-1643 FAX: (604) 682-1666 [email protected]
TSX VENTURE EXCHANGE SYMBOL: SHJ
News Release
September 10, 2012
Private Placement Amended Ariel Partners LLP engaged to act as Financial Advisor
Further to a News Release dated August 13, 2012, Shoshoni Gold Ltd. (the “Company”) announces its intention to increase the maximum total subscription of the previously announced non-brokered private placement from 10,000,000 Units of the Company to 20,000,000 Units. This private placement will consist of units at a price of $0.05 per Unit, for gross proceeds of up to $1,000,000 (the "Offering"). Each unit (the “Unit”) will consist of one common share of the Company and one common share purchase warrant (the "Warrant"). Each Warrant will entitle the holder to acquire one common share of the Company at the exercise price of $0.10 per share for a period of 18 months from the closing date of the Offering.
The share purchase warrants attached to the Units are subject to an acceleration clause, whereby the Company may, at its discretion call for the exercise of the warrants within 10 business days, if the closing price of the Company’s common shares on the TSX Venture Exchange is $0.20 or higher for 30 consecutive trading days, provided that the mandatory hold period has passed.
The Offering is eligible to be purchased by subscribers who are "accredited investors" or who qualify under another exemption from prospectus requirements in the jurisdictions where the Offering is sold. Any securities to be issued pursuant to the Offering will be subject to a hold period of four months from the closing date in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.
Proceeds of the Offering will be used for investigation of potential acquisitions as well as general working capital. Finders’ fees in accordance with TSX Venture Exchange policies may be payable in respect of this Offering. The Offering is subject to the approval of the TSX Venture Exchange. The expected closing date is October 10, 2012.
Shoshoni Gold Ltd. (the “Company”) has entered into a non-exclusive agreement with Ariel Partners LLP of London, England (“Ariel”) under which for an initial period of twelve months, Ariel will provide business development and finance services to the Company. Ariel’s mandate is to identify potentially suitable resource property acquisitions for the Company and to assist in introducing potential financing to facilitate potential acquisitions or to further develop the Company’s existing holdings.
The principal of Ariel Partners, Benjamin Hill, is a qualified Barrister with a background in private practice and in-house roles with a variety of globally based investment banks before joining RAB Capital in 2004. During his time at RAB, Mr. Hill worked primarily with the manager of the RAB Special Situations Fund (the “Fund”), a globally focused natural resource investment fund, working on the origination, negotiation and structuring of new investments on behalf of the Fund.
Ariel intends to use the extensive network of contacts it has developed through Mr. Hill's expertise in the natural resources sector to source suitable business development and financing opportunities for the Company. Under the terms of the agreement, Ariel will receive remuneration subject to the guidelines set by TSX Venture Exchange policy for successful completion of asset acquisitions and financing. Additionally, The Company will be responsible for the re-imbursement of certain pre-approved expenses associated with the activities conducted by Ariel on behalf of the Company. This agreement and the actions contemplated by this agreement will be subject to approval by the TSX Venture Exchange.
On behalf of the Board,
Ralf Hillebrand, President & CEO
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless an exemption from such registration is available.
Neither 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.
Cautionary Statement This document contains “forward-looking statements” within the meaning of applicable Canadian securities regulations. All statements other than statements of historical fact herein, including, without limitation, statements regarding exploration plans and other future plans and objectives, are forwardlooking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and future events and actual results could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from our expectations are disclosed in the Company’s documents filed from time to time via SEDAR with the Canadian regulatory agencies to whose policies we are bound.