PRESS RELEASE / DATED
September 29, 2008
BEAR LAKE GOLD ANNOUNCES BROKERED PRIVATE
PLACEMENT TO RAISE UP TO $4.08 MILLION
Not for distribution
to United States newswire services or for dissemination in the United States.
September 29, 2008. Longueuil, Quebec ? Bear Lake Gold Ltd. (TSX-V: BLG) ("Bear Lake Gold" or the "Company") announces plans to offer a brokered private
placement of its securities comprised of up to $3,029,500 of flow through
common shares (the ?FT Shares?) and
up to $1,050,000 of units (the "Units",
and together with the FT Shares, the ?Offering?).
The FT Shares will be priced at $0.83 per FT Share and the Units will be priced
at $0.75 per Unit. Each Unit will consist of one common share of Bear Lake Gold
(a "Share") and one common
share purchase warrant (a "Warrant"),
with each Warrant exercisable to acquire one Share at $0.95 for a period of 24
months from the closing date of the Offering.
Dundee Securities Corporation (?Dundee Securities?) is acting as lead agent for the Offering and
will offer the FT Shares and Units on a commercially reasonable efforts basis.
The investment dealer syndicate includes PI Financial Corporation and Primary
Capital Inc. (together with Dundee Securities, the "Agents").
Bear Lake Gold has also granted to the Agents an
overallotment option (the "Option")
to purchase up to an additional $1,012,600 of FT Shares or Units or combination
thereof (the "Option Shares")
at $0.83 per Option Flow Through Share and $0.75 per Option Unit, exercisable
until 6:00 p.m., Vancouver time, on the second business day before the closing
of the Offering.
The FT Shares and the Units will be made available by
way of private placement exemptions in British Columbia, Alberta and Ontario
and the Units may be offered in such other jurisdictions, including the United
States and Europe, where they can be issued on a private placement basis,
exempt from any prospectus, registration or other similar requirements.
Closing of the Offering is subject to a number of
conditions, including the receipt of all necessary corporate and regulatory
approvals, including that of the TSX Venture Exchange, as well as the
negotiation and execution of certain documentation, including an agency
agreement between the Agents and Bear Lake Gold. Closing of the Offering is
expected to take place October 21, 2008.
At closing, Bear Lake Gold will pay the Agents a cash
commission equal to 5.0% of the gross proceeds of the securities sold, and will
issue to the Agents broker warrants to acquire that number of Shares equal to
5.0% of the number of securities sold under the Offering (including the
overallotment option). Each broker warrant will be exercisable at $0.75 per
Share for a period of 24 months after closing. As well, the Company will pay
the Agents? reasonable fees and expenses incurred in connection with the Offering.
Bear Lake Gold intends to use the gross proceeds from
the sale of the FT Shares for Canadian Exploration Expenses (within the meaning
of the Income Tax Act (Canada)),
using its best efforts to ensure that such Canadian Exploration Expenses
qualify as a "flow-through mining expenditure" for purposes of the Income Tax Act (Canada)), related to the
exploration of the Corporation's exploration projects. Bear Lake Gold will
renounce the Canadian Exploration Expenses with an effective date of no later
than December 31, 2008. The net proceeds from sale of the Units will be used
for general working capital purposes.
All securities issued in conjunction with the Offering
will be subject to a four-month hold period under applicable securities laws
and the policies of the TSX Venture Exchange.
This press release does not constitute an offer to
sell or the solicitation of an offer to buy any of the FT Shares, Units, Shares
or Warrants (collectively, the ?Securities?)
in the United States. The Securities have not been and will not be registered
under the U.S. Securities Act or any state securities laws, and may not be
offered or sold in the United States without registration under the U.S.
Securities Act and all applicable state securities laws, or an applicable
exemption from registration requirements.
About Bear Lake Gold
Bear Lake Gold is engaged in the exploration of gold and precious
mineral properties in North America. On September 16, 2008, the Company
completed a business combination with Maximus Ventures Ltd.(?Maximus?), its partner in the Larder
Lake property. Maximus
is now a wholly-owned subsidiary of Bear Lake Gold, and in connection with the
transaction, the Company changed its name from NFX Gold Inc. to Bear Lake Gold.
Additional information about the Company is available on the Company?s website,
www.bearlakegold.com and on SEDAR at www.sedar.ca.
Cautionary Statement
regarding "Forward-Looking" Information and Statements
This news release contains certain forward-looking
information as defined in applicable securities laws (referred to herein as
"forward-looking statements"). Forward-looking statements can often
be identified by the use of words such as "plans",
"expects", "is expected", "budget",
"scheduled", "estimates", "continues",
"forecasts", "projects", "predicts",
"intends", "anticipates" or "believes", or
variations of, or the negatives of, such words and phrases, or statements that
certain actions, events or results "may", "could",
"would", "should", "might" or "will" be
taken, occur or be achieved. Specifically, this news release includes
forward-looking statements regarding the Company's proposed private placement,
the size and timing of the private placement and the Company's plans,
projections, estimates and expectations. Inherent in forward-looking statements
are risks, uncertainties and other factors beyond the Company's ability to
predict or control. These risks, uncertainties and other factors include, but
are not limited to, the uncertainties involved in the private placement
financing and other risks involved in the gold exploration and development
industry as well as those risk factors listed in the Company's most recent
financial statements and management discussion and analysis filed on SEDAR.
Actual results and developments are likely to differ, and may differ
materially, from those expressed or implied by the forward-looking statements
contained in this news release. Accordingly, readers should not place undue
reliance on forward-looking statements. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements, except as
may be required by law.
For further information please contact:
The TSX
Venture Exchange does not accept responsibility for the adequacy or accuracy of
this release.