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Re: News - Wednesday, August 27, 2008
Infinito Arranges $18,000,000 Convertible Note Financing To Fund
Crucitas Development
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Infinito Gold Ltd. (the "Company") announces that it has agreed to
complete a non-brokered private placement of an aggregate of CDN$18
million principal amount of convertible notes (the "Notes") with
Exploram Enterprises Ltd. ("Exploram") and Auro Investments Ltd.
("Auro"). The Notes mature five years after their date of issue, bear
interest at 11% per year, payable monthly, and are convertible at any
time up to maturity into common shares of the Company at $0.635 per
share, being a 15% premium to the volume weighted average trading price
of the shares of the Company for the previous 10 trading days. The
Company has the right to prepay the Notes, in whole or in part, at any
time after 30 months after their date of issue, subject to the holders'
rights to convert before prepayment. The Notes will include negative
covenants, positive covenants and conversion right adjustment
provisions that are typical for transactions of this nature. The Notes
also contain events of default typical to transactions of this nature,
including a breach of the terms of the Notes, cross-defaults with other
indebtedness, bankruptcy, insolvency or receivership proceedings, a
change of control of the Company, a change of business of the Company's
Costa Rican subsidiary and relating to securing a standard regulatory
approval within a certain time frame. A cash structuring fee of 3% of
the aggregate principal amount of the Notes will be paid by the Company
to Exploram and Auro, proportionate to their respective subscriptions.
The Company has also agreed to secure the Notes by a fixed and floating
charge over all of the assets of the Company, if requested over the
term of the Notes by Exploram or Auro.
The funds will be used by the Company to advance the ongoing
construction of the Company's Crucitas mine in Costa Rica as well as
for general corporate purposes.
Exploram is the controlling shareholder of the Company and is acquiring
CDN$12,500,000 principal amount of Notes and Auro is a company
associated with Steven Dean, the Chairman of the Company, and is
acquiring CDN$5,500,000 principal amount of Notes; therefore, the
transaction is a related party transaction for the purposes of TSX
Venture Exchange Policy 5.9. A special committee of independent
directors of the Company was struck to consider and negotiate the terms
of the transaction.
The issue and sale of the Notes is subject to acceptance of the TSX
Venture Exchange.
Caution Regarding Forward-Looking Information and Statements
Certain statements in this press release address future events and
conditions and, as such, involve known and unknown risks, uncertainties
and other factors which may cause the actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the statements.
These factors include, among others, the inherent risks involved in the
exploration and development of mineral properties, the uncertainties
involved in interpreting drilling results and other geological data,
fluctuating metal prices, the possibility of project cost overruns or
unanticipated costs and expenses, uncertainties relating to the
availability and costs of financing needed in the future, the
possibility that all necessary governmental and regulatory approvals
will not be received, and the availability of a qualified workforce and
third party contractors necessary for the development and operation of
a mine. The Company undertakes no obligation to update these
forward-looking information or statements if circumstances or
management's estimates or opinions should change. The reader is
cautioned not to place undue reliance on forward-looking information or
statements.
INFINITO GOLD LTD.
John Morgan
President
"The TSX Venture Exchange does not accept responsibility for the
adequacy or accuracy of this release."
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Copyright (c) 2008 INFINITO GOLD LTD. (IG) All rights reserved. For
more information visit our website at http://www.infinitogold.com/ or
send mailto:info@infinitogold.com
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