February 18, 2008

Dianor engages Northern Securities


by Jo Black

Dianor Resources Inc. has engaged Northern Securities Inc. for a best efforts private placement of up to 17,142,854 units at a price of $0.35 per unit, and of up to 8,888,889 “flow-through” common shares at a price of $0.45 per share, for aggregate gross proceeds to Dianor of $10 million.

Each unit will consist of one common share and one common share purchase warrant. Each warrant will entitle the holder to purchase one additional common share of Dianor at a price of $0.45 for twelve months from the closing date.

Dianor has also granted Northern an option, exercisable prior to the closing of the private placement, to purchase, at the issue price of $0.35, up to 8,571,428 additional units and, at the issue price of $0.45, up to 4,444,444 additional flow-through shares. If the option is exercised in full, the aggregate gross proceeds to Dianor from the placement will be $15 million.

Dianor will use the proceeds from the placement of the flow-through shares to incur Canadian Exploration Expenses on its Leadbetter Diamond Project, located north east of Wawa, Ontario. Dianor will use the net proceeds from the placement of the units for additional work on the Leadbetter Diamond Project, for work on other existing properties and for working capital.

As consideration for acting as agent, Dianor has agreed to pay Northern a cash commission of seven percent of the total proceeds from the private placement, payable upon closing. In addition, Northern will receive compensation options equal in number to six percent of the aggregate number of units and shares sold, which will entitle Northern to purchase, at an exercise price equal to $0.35, one common share and one common share purchase warrant. The warrants comprised in the compensation options may be exercised at any time and from time to time for a period of twelve months following the closing of the proposed private placement at an exercise price of $0.45.

Northern may appoint a selling group consisting of other registered dealers acceptable to Dianor, for the purpose of arranging for purchasers of the units and flow-through shares.

The placement will be effected pursuant to prospectus exemptions under applicable securities legislation and is expected to close on or before March 20, 2008. The placement is subject to receipt of all necessary corporate and regulatory approvals, including that of the TSX Venture Exchange, and to the signing of an Agency Agreement. The securities issued in the placement will be subject to a four-month “hold period” under applicable securities legislation and the policies of the TSX Venture Exchange.

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