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Amerigo Announces Non-brokered Private Placement
VANCOUVER, BRITISH COLUMBIA � February 6/CNW/ - Amerigo
Resources Ltd. (TSX:ARG, "Amerigo" or the "Company") is
pleased to announce that it has arranged a non-brokered private placement
(the "Financing") of up to 37.5 million units (each a
"Unit") at a price of $0.28 per Unit for gross proceeds of
$10,500,000. Each Unit will consist of one common share ("Share")
and one share purchase warrant ("Warrant"). Each Warrant will
entitle the holder to purchase one additional Share at a price of $0.33 in
the first 12 months after closing and at a price of $0.40 in the second 12
months. The Warrants provide for appropriate adjustments in the event of
stock dividends, subdivisions, consolidations and other forms of capital
reorganization.
A
finder's fee of 6% of the proceeds of the Financing is payable in cash or in
equivalent Units on a portion of the Financing. The total number of Shares
issued and potentially made issuable pursuant to the Financing is 77,488,800,
which represents 82.99% of the current number of the Company's Shares issued
and outstanding. The Units are subject to a four month hold period
under Canadian Securities legislation. The net proceeds of the
Financing will be used for working capital purposes.
Completion
of the Financing is subject the approval of the Toronto Stock Exchange (the
�TSX�) and all other necessary regulatory approvals. No insiders will
be participating in the Financing. Following completion of the
Financing, Mr. Ross Beatty will be the beneficial owner of 26,003,500 common
shares, which includes the Shares underlying the 16,760,000 units purchased
pursuant to the Financing, or a total of 19.87% of the capital of the
Company. In accordance with TSX requirements, the Company discloses
that If only Mr. Beatty's 16,760,000 Warrants and none of the other Warrants
issued pursuant to the Financing were exercised, his total shareholdings
would represent 28.97% of the capital of the Company.
The
Financing involves the private placement of securities representing more than
25% of the Company's currently issued and outstanding Shares and, as a result
of the number of Units being issued to Mr. Beatty, the Financing could have a
material effect on control of the Company which, under applicable TSX rules,
would ordinarily require shareholder approval. However, the Company
will rely on the financial hardship exemption under section 604(e) of the TSX
Company Manual in order to complete the Financing without shareholder
approval. The Company's financial position has deteriorated
during the past several months due to the effects of the global financial crisis
and precipitous declines in the prices of copper and molybdenum, and has
resulted in the Company owing significant negative settlement pricing
adjustments.
The
Company believes that the Financing will improve Amerigo's financial
position, and the independent members of the board of directors of the
Company have determined that the Financing is reasonable in the
circumstances. The TSX has advised the Company that reliance on this
exemption will automatically result in a TSX de-listing review to confirm that
the Company continues to meet TSX continued listing requirements.
Amerigo believes that it currently complies with applicable TSX listing
requirements and expects to continue to comply with such requirements
following completion of the Financing.
Amerigo
Resources Ltd. is a Canadian company producing copper and molybdenum from its
MVC operations near Santiago, Chile. Tel: (604) 681-2802; Fax: (604)
682-2802; Web: www.amerigoresources.com
; Listing: ARG:TSX
For further information, please contact
:
Dr. Klaus Zeitler,
President
(604) 681-2802, (604) 218-7013
Amerigo Resources Ltd.
Certain of the
information and statements contained herein that are not historical facts,
constitute �forward-looking information� within the meaning of the Securities
Act (Ontario) and the Securities Act (Alberta) (�Forward-Looking
Information�). Forward-Looking Information is often, but not always,
identified by the use of words such as �seek�, �anticipate�, �believe�,
�plan�, �estimate�, �expect� and �intend�; statements that an event or result
is �due� on or �may�, �will�, �should�, �could�, or might� occur or be
achieved; and, other similar expressions. More specifically,
Forward-Looking Information contained herein includes, without limitation,
information concerning
future
tailings production volumes and the Company's copper and molybdenum
production, all of which involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements
of the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
Forward-Looking Information; including, without limitation, material factors
and assumptions relating to, and risks and uncertainties associated with, the
supply of tailings from El Teniente and extraction of tailings from the
Colihues tailings impoundment, the achievement and maintenance of planned
production rates, the evolving legal and political policies of Chile, the
volatility in the Chilean economy, military unrest or terrorist actions,
metal price fluctuations, favourable governmental relations, the availability
of financing for activities when required and on acceptable terms, the
estimation of mineral resources and reserves, current and future
environmental and regulatory requirements, the availability and timely
receipt of permits, approvals and licenses, industrial or environmental
accidents, equipment breakdowns, availability of and competition for future
mineral acquisition opportunities, availability and cost of insurance, labour
disputes, land claims, the inherent uncertainty of production and cost
estimates, currency fluctuations, expectations and beliefs of management and
other risks and uncertainties, including those described under Risk Factors
in the Company�s Annual Information Form dated March 31, 2008, and in each
subsequent Management�s Discussion and Analysis. Such Forward-Looking
Information is based upon the Company�s assumptions regarding global and
Chilean economic, political and market conditions and the price of metals,
including copper and molybdenum, and future tailings production volumes and
the Company's copper and molybdenum production.. Among the factors that
have a direct bearing on the Company�s future results of operations and
financial conditions are changes in project parameters as plans continue to
be refined, interruptions in the supply of fresh tailings from El Teniente,
further delays in the extraction of tailings from the Colihues tailings impoundment,
a change in government policies, competition, currency fluctuations and
restrictions and technological changes, among other things. Should one
or more of any of the aforementioned risks and uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from any conclusions, forecasts or projections described in the
Forward-Looking Information. Accordingly, readers are advised not to
place undue reliance on Forward-Looking Information. Except as required
under applicable securities legislation, the Company undertakes no obligation
to publicly update or revise Forward-Looking Information, whether as a result
of new information, future events or otherwise.
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