December 23, 2011 – OLIVUT CLOSES PRIVATE PLACEMENT OF FLOW-THROUGH SHARES AND COMMON SHARES FOR GROSS PROCEEDS OF $2,198,800
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
OLIVUT CLOSES PRIVATE PLACEMENT OF FLOW-THROUGH SHARES AND COMMON SHARES FOR GROSS PROCEEDS OF $2,198,800
Toronto, December 22, 2011 – Olivut Resources Ltd. (“Olivut” or the “Company”) (TSXV:OLV) is pleased to announce that it has closed its previously announced non-brokered private placement for aggregate gross proceeds of approximately $2,198,800 (the “Private Placement”). The Private Placement comprised placements of (i) 1,079,200 flow-through common shares (the “FT Shares”) for proceeds of $1,349,000 at a price of $1.25 per FT Share (the “FT Placement”), and (ii) 772,545 common shares (the “Common Shares”) for proceeds of approximately $849,800 at a price of $1.10 per Common Share (the “Common Share Placement”). The FT Shares and the Common Shares are subject to resale restrictions pursuant to applicable securities laws requirements and will not be freely tradable until April 23, 2012.
The Company paid a finder’s fee of $3,000, equal to 6% of certain gross proceeds of the FT Placement, to a registered dealer.
Olivut will use the proceeds of the FT Placement primarily to fund exploration of its HOAM project in the Northwest Territories, Canada and proceeds of the Common Shares for costs related to its South American projects and general corporate purposes.
The TSX Venture Exchange approved for listing the common shares issued under the FT Placement and Common Share Placement on December 22, 2011.
A number of insiders participated in the FT Placement, thereby making the Private Placement a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). Mr. Pierre Lassonde, as insider of the Company, purchased 800,000 FT Shares and will own or control 6,025,571 common shares or approximately 17.99% of the total common shares issued and outstanding after the completion of the Private Placement. Ms. Leni Keough, President and Chief Executive Officer and a director of the Company, purchased 80,000 FT Shares and will own or control 1,959,755 common shares or approximately 5.85% of the total common shares issued and outstanding after completion of the Private Placement (or 3,184,755 common shares representing approximately 9.51% of the issued and outstanding common shares assuming the exercise of convertible securities already owned by Ms. Keough entitling her to acquire 1,225,000 common shares upon conversion). Mr. Ian Shaw, Chief Financial Officer of the Company, purchased 20,000 FT Shares and will own or control 20,000 common shares or approximately 0.06% of the total common shares issued and outstanding after completion of the Private Placement (or 195,000 common shares representing approximately 0.58% of the issued and outstanding common shares assuming the exercise of convertible securities already owned by Mr. Shaw entitling him to acquire 175,000 common shares upon conversion). The Private Placement was unanimously approved by the directors of the Company, with Ms. Keough disclosing her interest and abstaining from voting with respect thereto. The Private Placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any common shares issued to or the consideration paid by such persons exceeded 25% of the Company’s market capitalization.
Olivut is a diamond exploration company with a 100% mineral interest in the HOAM Project in Canada’s Northwest Territories and option agreements with Orosur Mining Inc., whereby Olivut may earn up to 80% interest in diamond prospecting and exploration licenses located in northern Uruguay, South America and with Latin American Minerals Inc. and certain of its Paraguayan subsidiaries to explore the Itapoty Diamond Project located in central Paraguay, South America. Please visit www.olivut.com for detailed corporate and project information.
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, or any state securities laws 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.
This communication to shareholders and the public contains certain forward-looking statements. Actual results may differ materially from those indicated by such statements. All statements, other than statements of historical fact, included herein, including, without limitations statements regarding future production, are forward-looking statements that involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipate in such statements.
Leni Keough, P.Geo.,
President and Chief Executive Officer
For further information, please contact:
President and Chief Executive Officer
Olivut Resources Ltd.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.