Manicouagan Closes the Second Tranche of Its Previously Announced $1 Million FT Private Placement with the Mineralfields Group
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MANICOUAGAN MINERALS INC.
Suite 501, 133 Richmond Street West Toronto, Ontario M5H 2L3 (416) 542-3980
News Release
MANICOUAGAN CLOSES THE SECOND TRANCHE OF ITS PREVIOUSLY ANNOUNCED $1 MILLION FT PRIVATE PLACEMENT WITH THE MINERALFIELDS GROUP
TORONTO, April 1, 2010 – Manicouagan Minerals Inc. (TSX-V:MAM) is pleased to announce that it has now closed the second and final tranche of its previously announced Private Placement with the MineralFields Group (see MAM Press Release of March 25, 2010) by issuing 9,000,000 Flow-Through Units (the “FT Unit”) at $0.05 for gross proceeds of $450,000. Each FT Unit consists of one flow-through common share and one non flowthrough common share purchase warrant. Each warrant will entitle the holder to acquire one common share of Manicouagan for a period of 24 months from the date of closing of the private placement at a price of $0.10 per share for the first 12 months and $0.12 per share for the second 12 months. If the common shares of Manicouagan trade at or above $0.18 per common share for 21 consecutive trading days, then Manicouagan may accelerate the expiration of the warrants upon not less than 30 days written request. The FT Units issued in the second tranche are subject to a hold period of four months expiring on August 1, 2010.
Combined with the gross proceeds from the closing of the first tranche of $550,000 (see MAM Press Release of March 25, 2010), Manicouagan has issued a total of 20,000,000 FT Units at $0.05 for aggregate gross proceeds of $1,000,000.
In relation to the second tranche, Manicouagan has paid the cash finder’s fee of 3% and issued the 720,000 finder’s fee options (the “Option Unit”) equal to 8% of the number of FT Units subscribed. Each Option Unit priced at $0.05, consists of one non flow-through common share and one non flow-through common share purchase warrant. Each such warrant will entitle the holder to acquire one common share of Manicouagan for a period of 24 months from the date of closing of the private placement at a price of $0.10 per share for the first 12 months and $0.12 per share for the second 12 months. For the second tranche, the Option Units expire on March 31, 2012 and are subject to a hold period of four months expiring on August 1, 2010.
Manicouagan will use the funds for continued exploration on its Canadian properties, more particularly, $700,000 on Ontario exploration properties and $300,000 on Quebec exploration properties.
Manicouagan intends to use the Ontario funds to advance its Pickle Lake gold properties including drill-testing targets recently identified on the Pickle Lake East property. This property covers the interpreted strike extension of the gold bearing structure that hosts the Pickle Crow Mine, currently being explored by PC Gold Inc.
Since April 2009, Manicouagan has developed a significant land position in the Pickle Lake area of over 132 square kilometres in this proven, but underexplored gold mining camp.
Completion of the Private Placement is subject to receipt of all required regulatory approvals, including final approval by the TSX Venture Exchange.
About MineralFields, Pathway and First Canadian Securities®
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Montreal, Vancouver and Calgary, is a mining fund with significant asset under administration that offers its tax advantages super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world). Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds inc. corporate-class mutual funds series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities® (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard-dollar PIPE financings) on competitive, effective and service friendly terms, and offers investment banking, mergers and acquisitions and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®.
Warrants to Be Issued to Trillium North
Manicouagan can earn up to a 70 percent interest in the Dorothy-Dobie Lake, Kasagiminnis and Pickle Lake East properties pursuant to an option agreement entered into with Trillium North in April 2009 (See MAM Press Release dated April 16, 2009) in which Manicouagan agreed, subject to regulatory approval, to issue 250,000 common share purchase warrants to Trillium North concurrent with its next equity financing, the warrants to have an exercise price equivalent to those warrants issued in connection with the equity financing and having a term of two years. Accordingly, following completion of the Private Placement with MineralFields, Manicouagan will issue 250,000 warrants to Trillium North. Each warrant will entitle the holder to acquire one common share of Manicouagan for a period of 24 months from the date of issue at a price of $0.10 per share for the first 12 months and $0.12 per share for the second 12 months. The warrants will be subject to a four month hold period. The issuance of these warrants to Trillium North will be completed once required regulatory approvals have been received.
About Manicouagan
Manicouagan Minerals Inc. is a Canadian based exploration company focused on advancing its gold projects in the Pickle Lake Gold Belt, Ontario. Manicouagan also has a pipeline of commodity projects including the Brabant Lake Zinc deposit in Saskatchewan, together with the Mouchalagane Nickel/Copper/PGE project and the HPM/Forgues Nickel/Copper/Cobalt project, both in Quebec.
For further information contact :
Joseph Baylis, Manicouagan Minerals Inc.
President and Chief Executor Officer, (416) 360-3038 [email protected]
The securities being issued have not, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements.
The TSXV has not reviewed this news release and does not accept responsibility for the adequacy or accuracy of this news release. The TSXV has neither approved nor disapproved the contents of this news release.
All statements other than statements of historical fact, included in this release, including, without limitation, statements regarding potential mineralization and reserves, exploration results and future plans and objectives of the Company, are forward-‐looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations are exploration risks detailed herein and from time to time in the filings made by the Company with securities regulators.