NOT FOR DISTRIBUTION TO US NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED
STATES
MONTREAL, Nov. 25, 2013 /CNW Telbec/ - Maudore Minerals
Ltd. ("Maudore" or the "Company" - MAO: TSX Venture;
MAOMF: US OTC; M6L: Frankfurt Exchange) announced today that, in
the context of the previously announced consensual restructuring of
its debts, it has filed a preliminary short form prospectus with
the securities regulatory authorities in each of the provinces of
Canada, and a corresponding
registration statement on Form F-7 with the United States
Securities and Exchange Commission (the "SEC"), in
connection with a proposed rights offering (the "Offering")
pursuant to which the Company may realize aggregate gross proceeds
of up to Cdn$4,724,152.
Subject to applicable law, each holder of record
of common shares (the "Common Shares") of the capital of
Maudore as of a record date to be determined at the time of the
filing of the final prospectus in connection with the Offering (the
"Final Prospectus") will receive one right (a
"Right") for each Common Share held. Each Right will entitle
the holder thereof to acquire one Common Share (the "Basic
Subscription Privilege") upon payment of Cdn$0.10 per Common Share (the "Subscription
Price"). The Offering will be open for exercise for 21 days
from the date of mailing of the Final Prospectus. Holders of Rights
who exercise their Rights in full will be entitled to purchase, at
the Subscription Price, any Common Shares that are not otherwise
subscribed for under the Offering prior to the expiry of the
Offering, on a pro rata basis (the "Additional Subscription
Privilege").
Shareholders who do not wish to exercise their
Rights to buy new Common Shares under the Offering will have the
option of selling the Rights that they receive from the Company
through the TSXV. Shareholders who do not exercise all of their
Rights will have their present ownership interests in Maudore, as a
percentage of the total outstanding Common Shares, reduced as a
result of the Offering.
Messrs. Kevin
Tomlinson, George Fowlie and
Greg Struble, executive officers of
the Company, (collectively, the "Standby Purchasers") have
entered into a standby purchase agreement with the Company under
which they have agreed to: (i) exercise their respective Basic
Subscription Privileges in full and thereby purchase an aggregate
of 1,250,448 Common Shares; and (ii) purchase, at the Subscription
Price, an aggregate of 1,749,552 Common Shares pursuant to the
Additional Subscription Privilege, representing, in the aggregate,
gross proceeds to the Company of Cdn$300,000. In addition, FBC Holdings S.à
r.l. ("FBC") has agreed, at a minimum, to exercise its Basic
Subscription Privilege in full, representing additional gross
proceeds to the Company of not less than Cdn$725,400.
An application has been submitted to the TSX
Venture Exchange (the "TSXV") to approve the listing of the
Rights and the Common Shares issuable upon the exercise of the
Rights. The Common Shares issuable upon the exercise of the Rights
will also be eligible to be quoted for trading on the OTCQX.
As a result of the Offering, adjustments will be
made to the Company's outstanding share purchase warrants (the
"Warrants") such that, upon exercise of each Warrant, in
addition to the Common Share which the holder thereof would
otherwise be entitled to acquire, such holder will also be entitled
to acquire a second Common Share at a supplemental price of
Cdn$0.10.
The Offering is subject to regulatory approval,
including that of the TSXV.
No securities regulatory authority has
either approved or disapproved the contents of this press release.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities of the Company in
any jurisdiction in which such offer, solicitation or sale would be
unlawful.
This news release is not an offer of
securities for sale in the United
States. The securities to be offered in the Offering
described above may not be offered or sold in the United States absent registration under
the U.S. Securities Act, or an exemption from
registration.
About Maudore Minerals Ltd.
Maudore is a Quebec-based junior gold company in
production, with mining and milling operations as well as more than
22 exploration projects. Five of these projects are at an advanced
stage of development with reported current and historical resources
and mining. Currently, gold production is ramping up at the
Sleeping Giant mine. The Company's projects span some 120 km,
east-west, of the underexplored Northern Volcanic Zone of the
Abitibi Greenstone Belt and cover a total area of 1,570 km² with
the Sleeping Giant Processing Facility within trucking distance of
key development projects.
Cautionary Statement Regarding
Forward-Looking Statements
This release and other documents filed by the
Company contain forward-looking statements. All statements that are
not clearly historical in nature or that necessarily depend on
future events are forward-looking, and the words "intend",
"anticipate", "believe", "expect", "estimate", "plan" and similar
expressions are generally intended to identify forward-looking
statements. These forward-looking statements include, without
limitation, performance and achievements of the Company, business
and financing plans, business trends and future operating revenues.
These statements are inherently uncertain and actual achievements
of the Company or other future events or conditions may differ
materially from those reflected in the forward-looking statements
due to a variety of risks, uncertainties and other factors,
including, without limitation, financial related risks, unstable
gold and metal prices, operational risks including those related to
title, significant uncertainty related to inferred mineral
resources, operational hazards, unexpected geological situations,
unfavourable mining conditions, changing regulations and
governmental policies, failure to obtain required permits and
approvals from government authorities, failure to obtain any
required approvals of the TSXV or from shareholders, failure to
obtain any required financing, failure to complete any of the
transactions described herein, increased competition from other
companies many of which have greater financial resources,
dependence on key personnel and environmental risks and the other
risks described in the Company's continuous disclosure
documents.
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.
SOURCE Maudore Minerals Ltd.