Kivalliq
Energy Amends Financing Terms and Proposes $11.7 Million Financing
NOT FOR
DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE
UNITED STATES
March 23, 2011
Vancouver, British Columbia � Kivalliq Energy Corporation (TSXV:KIV) (�Kivalliq� or the
�Company�) today announced that it has revised the terms of the financing
previously announced on March 7, 2011. A syndicate of underwriters, led by Canaccord Genuity Corp. and
including Raymond James Ltd., Dundee Securities Corp., Haywood Securities
Inc. and Versant Partners Inc. (the �Underwriters�), are now proposing to
sell 11,120,000 common shares of the Company issuable on a �flow-through�
basis pursuant to the Income Tax Act (Canada) (the �Flow-Through Shares�) at
a price of CAD$0.60 per Flow-Through Share to raise CAD$6,672,000, on a
bought deal private placement basis (the �Underwritten Offering�). The
Company has granted the Underwriters an over-allotment option, exercisable
prior to the closing of the Underwritten Offering, to purchase up to
2,780,000 additional Flow-Through Shares at the issue price of the Offering,
for additional proceeds of up to CAD$1,668,000 (the �Over-Allotment Option�,
and together with the Underwritten Offering, the �Offering�).
In addition, the Company
now plans to undertake a non-brokered private placement financing for up to
10,000,000 common shares at a price of CAD$0.50 per share (the �Non-Brokered
Private Placement�) for gross proceeds of CAD$5,000,000. Insiders of the
Company may participate in the Non-Brokered Private Placement and a portion
of the Non-Brokered Private Placement may be subject to finders� fees.
The Underwriters will
receive a cash commission on the sale of the Flow-Through Shares equal to 6%
of the gross proceeds raised and broker warrants (�Broker Warrants�) equal to
3% of the Offering. Each Broker Warrant shall be exercisable for one common
share of the Company at a price of CAD$0.90 at any time up to 24 months after
closing.
The Company intends to
use the net proceeds of the Offering and the Non-Brokered Private Placement
to explore and develop Kivalliq�s high-grade Lac Cinquante uranium deposit, located within the Angilak Property within Nunavut, Canada, and for general
working capital purposes.
The date of Closing of
the Underwritten Offering and the Non-Brokered Private Placement, have also
been extended, and are now each anticipated to occur on or about March 30,
2011, subject to receipt of applicable regulatory approvals. The securities
issued by Kivalliq in connection with the Offering
and the Non-Brokered Private Placement are subject to a four month �hold
period� as prescribed by the TSX Venture Exchange and applicable securities
laws.
About Kivalliq Energy Corporation
Kivalliq Energy Corporation is a uranium
exploration and development company, and the first company in Canada to sign
a comprehensive agreement with the Inuit of Nunavut to explore for uranium on
Inuit Owned Lands in Nunavut.
With an NI 43-101
compliant Inferred Mineral Resource of 810,000 tonnes
grading 0.79% U3O8 , totaling 14.15 million lbs
U3O8 (17.5 lbs U3O8/tonne)
at a 0.2% U3O8 cut-off grade, the Lac Cinquante
Deposit is Canada�s highest grade uranium deposit, outside of the Athabasca
Basin. Kivalliq�s flagship project, the 225,000
acre Angilak Property in Nunavut, hosts the
high-grade Lac Cinquante deposit, along with nine
additional high priority target areas. Since acquiring the Angilak Property in 2008, the Company has invested
approximately $12 million conducting systematic exploration.
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
(the �U.S. Securities Act�) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered
under the U.S. Securities Act and applicable state securities laws or an
exemption from such registration is available.
On behalf of the
Board of Directors
�James Paterson�
James Paterson, CEO
Kivalliq Energy Corporation
For further information
about, Kivalliq Energy Corporation or this news
release, please visit our website at www.kivalliqenergy.com or contact Investor Relations at 1.888.331.2269 toll free,
directly at 604.646.4527 or by email at info@kivalliqenergy.com.
Kivalliq Energy Corporation is a member of
the Discovery Group of companies, for more information on the group
visit www.discoveryexp.com.
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.
Certain disclosures in
this release, including management's assessment of plans and projects and
intentions with respect to listings of securities, use of proceeds, future
exploration programs and the completion of the financings, constitute
forward-looking statements that are subject to numerous risks, uncertainties
and other factors relating to Kivalliq's operations
as a mineral exploration company that may cause future results to differ
materially from those expressed or implied in such forward-looking
statements, including risks as to the completion of the plans and projects.
Readers are cautioned not to place undue reliance on forward-looking
statements. Other than as required by applicable securities legislation, Kivalliq expressly disclaims any intention or obligation
to update or revise any forward-looking statements whether as a result of new
information, future events, or otherwise.
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