PRESS RELEASE
NOT FOR DISSEMINATION IN THE U.S. OR THROUGH
U.S. NEWS WIRE SERVICES
Symbol: "NAC" Toronto Stock Exchange
NORTH ATLANTIC REVISES TERMS OF PROPOSED EQUITY
PRIVATE PLACEMENT
Toronto, Canada, August 13, 2009
North Atlantic Resources Ltd. ("the
Company") announces that it has amended the terms of the proposed equity
private placement which was originally announced by press release dated June
23, 2009. Under the revised terms, the Company proposes to raise a minimum of
$250,000 and up to a maximum of $400,000. The private placement consists of a minimum
of 5,000,000 units and a maximum of 8,000,000
units. Each unit will consist of one common
share and one common share purchase warrant at a price of $0.05 per unit. Each
warrant will entitle the holder to purchase one additional common share at a
price of $0.15 per common share for a period of 36 months following the closing
date of the private placement. If the trading price of the Company's shares is
not less than $0.60 per share for a period of 20 consecutive trading days, the
Company may accelerate the expiry date of the warrants. The Company may pay
finder's fees to registered dealers who introduce subscribers to the Company,
comprised of a cash payment of 8% of the proceeds received from introduced
subscribers and a number of warrants (having terms identical to the warrants
included in the units) equal to 8% of the number of units issued to introduced
subscribers.
The Company currently has 25,723,741 issued
and outstanding common shares. If the maximum offering is completed, 8,000,000
common shares would be issued, representing 31.1% of the issued common shares
which are currently outstanding. In addition, 8,640,000 warrants would be
issued pursuant to the maximum offering (including warrants issued in
connection with the finder's fees). If all warrants are exercised, an aggregate
of 16,640,000 shares would be issued in connection with the private placement,
representing 64.7% of the 25,723,741 common shares which are currently
outstanding.
The Company has been advised that insiders
intend to subscribe for an aggregate of 1,050,000 units, representing approximately
13.1% of the maximum offering. The following insiders have indicated
their intention to subscribe:
|
Name
of Insider and Relationship to Company
|
Number
of Shares Currently Held and Percentage of Current Outstanding Shares
|
Number
of Units intended to be Subscribed For and Percentage of Maximum Offering
|
Number
of Shares which will be held following completion of private placement and
percentage of shares then outstanding(1)
|
|
Lyle R. Hepburn
Director and Chairman
|
160,000 (0.6%)
|
500,000 (6.25%)
|
660,000 (2.0%)
|
|
Mark F. Wheeler
Corporate Secretary
|
100,000 (0.4%)
|
500,000 (6.25%)
|
600,000 (1.8%)
|
|
Ambogo Guindo
Senior Vice-President
|
158,000 (0.6%)
|
50,000 (0.625%)
|
208,000 (0.6%)
|
(1) Before giving
effect to exercise of any warrants.
Proceeds of the private placement
will be used for continued exploration and development of the Company's gold
exploration projects in Mali, and for general corporate purposes.
Completion of the private
placement is conditional upon receipt of all required regulatory approvals,
including acceptance by the Toronto Stock Exchange (TSX). In accordance with
the rules of the TSX, shareholder approval is generally required where the
number of common shares issued or made issuable pursuant to a private placement
exceeds 25% of the number of currently issued and outstanding shares of the
Company. The Company has applied to the TSX under the provisions of subsection
604(e) of the TSX Company Manual for an exemption from the shareholder approval
requirement on the basis that the Company is in financial difficulty and does
not have sufficient time to obtain shareholder approval. A special committee of
independent directors of the Company has reviewed the amended terms of the
proposed private placement, and determined that the terms are reasonable for
the Company in the circumstances. The Company is confident that, upon
completion of the proposed private placement, the financial position of the
Company will be substantially improved. Use of the exemption under subsection
604(e) of the TSX Company Manual is subject to TSX approval.
This news release is intended for
distribution in Canada only and is not intended for distribution to United
States newswire services or dissemination in the United States. The securities
being offered have not, nor will they be registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons absent U.S.
registration or an applicable exemption from the U.S. registration
requirements. This release does not constitute an offer for sale of securities
in the United States.
North Atlantic has 25,723,741
common shares issued and outstanding (29,288,741shares on a fully diluted
basis).
Please visit the Company's
website www.nac-tsx.com
to view project details and planned exploration programs.
FOR FURTHER
INFORMATION PLEASE CONTACT: