UPDATE OF PRIVATE PLACEMENT
Thursday, 13 December 2012
Resources Ltd. has cancelled 4,000,000 flow-through units (the “FT
Units”) at a price of $0.25 per FT Unit. In replacement, the Company will
offer up to 8,500,000 FT units at a price of $0.12 per FT Unit. The offering of
up to 5,000,000 non-flow-through units (“NFT Units”) at a price of $0.10 per
NFT Unit remains unchanged from the news announced on November 14, 2012.
Each FT Unit will be comprised of
one flow-through common share (a “FTShare”)
of the Company and one-half of one common share purchase warrant. Every whole Warrant will be exercisable into
a common share (a “Warrant Share”)
in the capital of the Company at a price of $0.15 per Warrant Share until the
close of business on that day that is one year after the date (the “Closing Date”) of the Offering.
Subject to the approval of the
TSX-Venture Exchange (the “TSX-V”),
a finder’s fee will be paid by the Company to certain finders, who are arm’s
length parties, for services rendered in introducing certain investors to the
Offering. The finder’s fee will consist
of a cash payment of 10% of the proceeds derived from the FT Units sold to
purchasers introduced to the Company by the finders.
The Offering is subject to certain
conditions including, but not limited to, the receipt of all necessary
approvals including the approval of the TSX Venture Exchange and the securities
regulatory authorities. All securities issued pursuant to the private
placements will be subject to a four month hold period.
The proceeds from the Offering will be
used to fund the acquisition of additional oil and gas lands and general
working capital. The flow-through portion will be used to fund the drilling of
additional exploration/development wells.