KOOTENAY GOLD INC. EARLY WARRANT EXERCISE INCENTIVE PROGRAM
Vancouver, B.C. - Kootenay Gold Inc. TSX.V: KTN ("Kootenay") announces a warrant exercise incentive program (the "Program") designed to encourage the early exercise of up to 9,103,500 of its outstanding unlisted warrants (the "Warrants"), which excludes any Warrants held by insiders of the Company. There are currently three tranches of exercisable warrants, which are shown in the table below:
Warrants outstanding | Issued | Price | Expiry |
2,750,000 | 29-Feb-08 | $1.15 | 28-Feb-13 |
2,824,000 | 18-Jun-08 | $1.15 | 18-Dec-12 |
3,529,500 | 22-Dec-10 | $1.20 | 20-Dec-12 |
Pursuant to the Program, the Company is offering an
inducement to each warrant holder that exercises their
Warrants during a 21 calendar day early exercise period (the
"Early Exercise Period"), consisting of an
additional one half of one transferable share purchase
warrant, with each whole warrant (the "Incentive
Warrant") entitling the holder to purchase one
additional common share for a period of 24 months from the
date of issuance of such Incentive Warrant at a price of
$1.50 per common share. The Early Exercise Period will
commence tomorrow, Tuesday, January 24, 2012, at 9:00 a.m.
PST and expire on February 13, 2012 at 4:30 p.m. PST (the
"Early Exercise Expiry Date"). The Incentive
Warrants will be subject to a four month hold period from the
date of issuance.
Comments Kootenay CEO James McDonald "This is an opportunity for warrant holders to exercise their Warrants early and receive an incentive to do so which will strengthen the Company's current cash position and provide additional working capital to continue exploration of its Promontorio Silver Project. The Promontorio Project continues to report excellent grades of silver mineralizaton extending from the 43-101 Pit Resource to both the Northeast and South West Zone."
- receive gross proceeds of up to $10.6 million on or before the Early Exercise Expiry Date;
- issue up to 9,103,500 Shares pursuant to the exercise of Warrants by holders in accordance with the original and amended terms of the Warrants; and
- issue up to 4,551,750 Incentive Warrants to Warrant holders pursuant to the early exercise of the Warrants on or before the Early Exercise Expiry Date.
The terms and conditions of the Program and the method of
exercising Warrants pursuant to the Program are set forth in
a letter which is being delivered to the registered address
of each eligible warrant holder along with a representation
and warranties confirmation confirming that the securities
exemptions to be relied upon by the Company under the warrant
holder's previous subscription agreement are still true
in relation to the issuance of the Incentive Warrants.
Warrant holders who wish to participate in the Program will
agree to exercise their Warrants and deliver the other
necessary documents in consideration of the issuance by the
Company of the Incentive Warrants. The form of letter will be
posted on the Company's profile on SEDAR at www.sedar.com
and available on the Company's website at
www.kootenaygold.ca.
Holders of Warrants who elect to participate in the Program
will be required to deliver to the Company at Suite 920, 1055
West Hastings Street, Vancouver, British Columbia, Canada,
V6E 2E9, by 4:30 p.m. (Vancouver time) on or before the Early
Exercise Expiry Date, the following:
- a duly completed acknowledgement that the subscribers representation and warranties to the Company as per their original Subscription Agreement are still valid;
- a duly completed and executed Share Purchase Warrant Subscription Form attached as Schedule "A" to their Warrant certificate;
- the original Warrant certificate; and
- the applicable aggregate exercise price payable to the Company in Canadian Dollars by way of certified cheque, money order, bank draft or wire transfer.
Any Warrants that are not exercised prior to the Early
Exercise Expiry Date will remain outstanding and continue to
be exercisable for common shares of the Company on their
current terms.
The Program is subject to the receipt of all final regulatory
approvals, including the final approval of the TSX Venture
Exchange.
The Incentive Warrants to be issued pursuant to the exercise
of the Warrants have not been and will not be registered
under the United States Securities Act of 1933, as amended
(the "U.S. Securities Act") 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 (as defined in Regulation S promulgated under the
U.S. Securities Act) unless registered under the U.S.
Securities Act and any applicable state securities laws or an
exemption therefrom is available. A U.S. Warrant holder may
not exercise Warrants during the Early Exercise Period, or
otherwise, unless such person provides either (i) a written
certification that the holder is an "accredited
investor" (as defined in Rule 501(a) of Regulation D
under the U.S. Securities Act, and delivers a duly completed
and executed Warrant exercise form as required by the Warrant
certificate to the Company by the Early Exercise Expiry Date
in order for such U.S. Warrant holder to exercise its
Warrants and receive underlying common shares and Incentive
Warrants; or (ii) a written opinion of counsel reasonably
satisfactory to the Company to the effect that an exemption
from the registration requirements of the U.S. Securities Act
and applicable state securities laws is available for the
issuance of the Incentive Warrants upon the exercise of the
Warrants. Any U.S. Warrant holder who does not comply with
such requirements will not be permitted to exercise its
Warrants and obtain the Incentive Warrants, and such Warrants
will remain outstanding following the completion of the
Program. No Warrants owned by a Warrant holder (A) who is in
the United States, or (B) who is a U.S. Person who holds a
Warrant for the account or benefit of a U.S. Person or a
person in the United States may be exercised through the
facilities of CDS Clearing and Depository Services Inc.
("CDS") and no Underlying Shares and Incentive
Shares will be exchanged for Warrants beneficially owned by
such persons in CDS. All Warrants owned by such Warrant
holders must be immediately withdrawn from CDS.
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ABOUT KOOTENAY
Kootenay Gold is actively developing mineral projects in the
Sierra Madre Region of Mexico and in British Columbia,
Canada. The Company's flagship property is the former
producing Promontorio Silver mine in Sonora State, Mexico.
The Company's objective is to develop near term
discoveries and long term sustainable growth. Kootenay's
management and technical team are proven professionals with
extensive international experience in all aspects of mineral
exploration, operations and venture capital markets.
Multiple, ongoing J/V partnerships in Mexico and Canada
maximize potential for additional, new discoveries while
maintaining minimal share dilution.
For additional information, please contact:
James McDonald, CEO and President at 403-238-6986
Ken Berry, Chairman at 604-601-5652; 1-888-601-5650
The TSX Venture Exchange has not reviewed and does not
accept responsibility for the adequacy or the accuracy of
this release
2012 number 02
Warrants outstanding
Issued
Price
Expiry
2,750,000
29-Feb-08
$1.15
28-Feb-13
2,824,000
18-Jun-08
$1.15
18-Dec-12
3,529,500
22-Dec-10
$1.20
20-Dec-12
distribué par | Ce noodl a été diffusé par Kootenay Gold Inc. et initialement mise en ligne sur le site http://www.kootenaygold.ca. La version originale est disponible ici. Ce noodl a été distribué par noodls dans son format d'origine et sans modification sur 2012-01-24 21:52:59 PM et restera accessible depuis ce lien permanent. Cette annonce est protégée par les règles du droit d'auteur et toute autre loi applicable, et son propriétaire est seul responsable de sa véracité et de son originalité. |