Aura Gold arranges $70-million equity offering
2007-04-10 07:45 ET - News Release
Mr. Patrick Downey reports
AURA GOLD ANNOUNCES CDN$70 MILLION PRIVATE PLACEMENT FINANCING
Aura Gold Inc. has entered into an agreement with a syndicate led by Canaccord Capital Corp., which have agreed to purchase, on an underwritten private placement basis, 87.5 million subscription receipts, at a price of 80 cents per subscription receipt, for total gross proceeds of $70-million.
Each subscription receipt shall be deemed to be exchanged, without payment of any additional consideration and subject to adjustment, for one common share of the company on the earlier to occur of: (i) the escrow release time (as defined below); and (ii) the final escrow deadline (as defined below), in respect of the subscription receipts which remain outstanding after giving effect to the return of the escrowed funds (as herein defined) provided for below.
The company also has agreed to grant to the underwriters an option to purchase up to an additional 37.5 million subscription receipts, at the issue price per subscription receipt and on the same terms and conditions as under the base offering, exercisable any time, in whole or in part, up to 48 hours prior to the closing date (as defined below). If the underwriters' option is exercised in full, the total additional gross proceeds to the company will be $100-million.
Aura Gold plans to use the net proceeds of the offering to advance the Arapiraca project located in Brazil, for the exploration and development of the company's mineral projects, including the Arapiraca project, and for general corporate working capital purposes. The acquisition of the Arapiraca project by the company is described in more detail in the press release of the company dated April 3, 2007.
Upon the closing of the offering, 25 per cent of the gross proceeds of the offering shall be delivered to the company, with the remaining 75 per cent of the gross proceeds of the offering to be deposited in escrow.
The escrowed funds will be released from escrow to the company (after deducting the applicable underwriters' commission) contemporaneously with the closing of the acquisition, provided that the following conditions have been satisfied before the escrow release time:
1. all conditions precedent to the closing of the acquisition shall have been satisfied or waived to the satisfaction of the underwriter, acting reasonably; and
2. to the extent required in accordance with the rules of the Toronto Stock Exchange (the TSX), the acquisition and the issuance of the underlying shares pursuant to the offering, shall have been approved by the shareholders of the company.
In the event that either: (i) the escrow release conditions are not satisfied by the escrow release time; or (ii) the closing of the acquisition does not occur on before 115 days after the closing date, the escrowed funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the subscription receipts in exchange for that number of subscription receipts held by such holder multiplied by the escrow ratio.
The subscription receipts will be offered in each of the provinces of Canada, offshore jurisdictions and in the United States, on a private placement basis, pursuant to an exemption from the requirements of the United States Securities Act of 1933, as amended. Subject to restrictions in respect of sales from control blocks, the subscription receipts and the underlying shares will be subject to a four-month hold period in Canada.
The offering is scheduled to close on or about May 1, 2007, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX.
2007-04-10 07:45 ET - News Release
Mr. Patrick Downey reports
AURA GOLD ANNOUNCES CDN$70 MILLION PRIVATE PLACEMENT FINANCING
Aura Gold Inc. has entered into an agreement with a syndicate led by Canaccord Capital Corp., which have agreed to purchase, on an underwritten private placement basis, 87.5 million subscription receipts, at a price of 80 cents per subscription receipt, for total gross proceeds of $70-million.
Each subscription receipt shall be deemed to be exchanged, without payment of any additional consideration and subject to adjustment, for one common share of the company on the earlier to occur of: (i) the escrow release time (as defined below); and (ii) the final escrow deadline (as defined below), in respect of the subscription receipts which remain outstanding after giving effect to the return of the escrowed funds (as herein defined) provided for below.
The company also has agreed to grant to the underwriters an option to purchase up to an additional 37.5 million subscription receipts, at the issue price per subscription receipt and on the same terms and conditions as under the base offering, exercisable any time, in whole or in part, up to 48 hours prior to the closing date (as defined below). If the underwriters' option is exercised in full, the total additional gross proceeds to the company will be $100-million.
Aura Gold plans to use the net proceeds of the offering to advance the Arapiraca project located in Brazil, for the exploration and development of the company's mineral projects, including the Arapiraca project, and for general corporate working capital purposes. The acquisition of the Arapiraca project by the company is described in more detail in the press release of the company dated April 3, 2007.
Upon the closing of the offering, 25 per cent of the gross proceeds of the offering shall be delivered to the company, with the remaining 75 per cent of the gross proceeds of the offering to be deposited in escrow.
The escrowed funds will be released from escrow to the company (after deducting the applicable underwriters' commission) contemporaneously with the closing of the acquisition, provided that the following conditions have been satisfied before the escrow release time:
1. all conditions precedent to the closing of the acquisition shall have been satisfied or waived to the satisfaction of the underwriter, acting reasonably; and
2. to the extent required in accordance with the rules of the Toronto Stock Exchange (the TSX), the acquisition and the issuance of the underlying shares pursuant to the offering, shall have been approved by the shareholders of the company.
In the event that either: (i) the escrow release conditions are not satisfied by the escrow release time; or (ii) the closing of the acquisition does not occur on before 115 days after the closing date, the escrowed funds, plus any accrued interest earned thereon, shall be returned pro rata to each holder of the subscription receipts in exchange for that number of subscription receipts held by such holder multiplied by the escrow ratio.
The subscription receipts will be offered in each of the provinces of Canada, offshore jurisdictions and in the United States, on a private placement basis, pursuant to an exemption from the requirements of the United States Securities Act of 1933, as amended. Subject to restrictions in respect of sales from control blocks, the subscription receipts and the underlying shares will be subject to a four-month hold period in Canada.
The offering is scheduled to close on or about May 1, 2007, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX.








