Silver Bear Closes First Tranche of Private Placement Financing for CAD$4,029,000
21 May 2014 - 10:00PM
Marketwired
Silver Bear Closes First Tranche of Private Placement Financing for
CAD$4,029,000
TORONTO, ONTARIO--(Marketwired - May 21, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S.
NEWSWIRE SERVICES
Silver Bear Resources Inc. ("Silver Bear" or the "Company")
(TSX:SBR) has completed the first tranche of its previously
announced private placement financing of up to $11,000,000, through
the issuance of 23,700,000 common shares of the Corporation (the
"Common Shares) to Inflection Management Corporation ("Inflection")
at a price of $0.17 per Common Share for gross proceeds in the
amount of $4,029,000.
Following the closing of the first tranche, Inflection, an
entity owned by Mr. Sergey Kolesnikov, holds 19.9% of Silver Bear's
issued and outstanding Common Shares.
In accordance with the rules of the TSX Company Manual, the
Company is seeking disinterested shareholder approval at its
upcoming annual and special meeting of shareholders on July 3, 2014
(the "Meeting") in order to complete the second tranche of the
private placement (See Press Release dated April 2, 2014). In
particular, the Company will be seeking approval with respect
to:
- Subscriptions received from insiders of the Company for more
than 10% of the non-diluted number of shares outstanding prior to
the closing of a previous private placement to insiders completed
during the last 6 months; and
- The acquisition by any one investor of more than 20% of the
number of common shares of the Company on the date of closing,
which would result in such investor materially affecting control of
the Company.
It is expected that Inflection will become a control person of
the Company following the completion of the second tranche of the
private placement through the subscription of an additional
17,476,471 Common Shares which would result in Inflection holding
25.7% of the issued and outstanding share capital of the Company
upon closing. It is also expected that insiders of the Company, who
have participated in financings during the last 6 months, will
subscribe in the second tranche of the private placement. The
Company anticipates the closing of the second tranche will occur on
or before July 5, 2014, subject to receipt of necessary regulatory
approvals and disinterested shareholder approval to be obtained at
the Meeting.
The Common Shares issued in connection with the first tranche
are subject to statutory resale restrictions which expire on
September 21, 2014. The Common Shares issued in connection with the
second tranche will be subject to statutory resale restrictions for
a period of four months and one day following closing of the
private placement.
Sberbank Private Banking (Moscow) has been retained to act as a
consultant with respect to this private placement. The Company
intends to pay finder's fees to certain arm's length finders in an
aggregate amount of up to 6.5% of gross proceeds raised in
connection with the private placement.
The Company intends to use the gross proceeds of the Offering to
finance the further development of the Mangazeisky project towards
production and for general working capital purposes.
Silver Bear Resources
Inc.
The primary business of the Company is the evaluation,
acquisition, exploration and development of silver properties in
the Russian Federation. The Company's principal focus is the
Mangazeisky exploration lease and the Vertikalny Deposit, over
which Silver Bear has exclusive exploration/mining rights. It is
located approximately 400 kilometres north of Yakutsk in the
Republic of Sakha, Yakutia in the Russian Federation.
Silver Bear Resources Inc. is listed on the Toronto Stock
Exchange and its common shares trade under the ticker symbol "SBR".
Silver Bear has 119,456,550 issued and outstanding common shares.
Other information relating to Silver Bear is available on SEDAR at
www.sedar.com as well as on the Company's website at
www.silverbearresources.com.
Mark Trevisiol P.Eng, President and CEO of Silver Bear and a
qualified person under National Instrument 43-101 and has reviewed
and approved the content of this press release.
Cautionary
Notes
This release and subsequent oral statements made by and on
behalf of the Company may contain forward-looking statements, which
reflect management's expectations. Wherever possible, words such as
"intends", "expects", "scheduled", "estimates", "anticipates",
"believes" and similar expressions or statements that certain
actions, events or results "may", "could", "would", "might" or
"will" be taken, occur or be achieved, have been used to identify
these forward-looking statements. Although the forward-looking
statements contained in this release reflect management's current
beliefs based upon information currently available to management
and based upon what management believes to be reasonable
assumptions, Silver Bear cannot be certain that actual results will
be consistent with these forward-looking statements. A number of
factors could cause events and achievements to differ materially
from the results expressed or implied in the forward-looking
statements. Such risks factors include but are not limited to risks
factors identified by Silver Bear in its continuous disclosure
filings filed from time to time on SEDAR. These factors should be
considered carefully and prospective investors should not place
undue reliance on the forward-looking statements. Forward-looking
statements necessarily involve significant known and unknown risks,
assumptions and uncertainties that may cause Silver Bear's actual
results, events, prospects and opportunities to differ materially
from those expressed or implied by such forward-looking statements.
Although Silver Bear has attempted to identify important risks and
factors that could cause actual actions, events or results to
differ materially from those described in forward-looking
statements, there may be other factors and risks that cause
actions, events or results not to be as anticipated, estimated or
intended. There can be no assurance that forward-looking statements
will prove to be accurate, as actual results and future events
could differ materially from those anticipated in such statements.
Accordingly, prospective investors should not place undue reliance
on forward-looking statements. These forward-looking statements are
made as of the date of this release, and Silver Bear assumes no
obligation to update or revise them to reflect new events or
circumstances, unless otherwise required by law.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any of the securities in the United
States. The securities have not been and will not be registered
under the United States Securities Act of 1933, as amended (the
"1933 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 under the 1933 Act)
absent such registration or an applicable exemption from such
registration requirements.
For further details, please visit
www.silverbearresources.com.
Mark Trevisiol, President and Chief Executive OfficerSilver Bear
Resources Inc.65 Queen Street West, Suite 825, P.O. Box 71Toronto
ON, M5H 2M5+1-416-861-5893info@silverbearresources.comRobin
Birchall, Executive ChairmanSilver Bear Resources Inc.1 Adam
StreetLondon, WC2N 6LEUK+44 771 131 3019
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