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PITCHSTONE
ANNOUNCES SECONDARY OFFERING
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 “U.S. Securities
Act”) or any state securities laws and may not be offered or sold
within the United States or to U.S. Persons unless an exemption from
such registration is available.
Pitchstone Exploration Ltd. (TSXV:PXP)
(“Pitchstone” or the
“Company”) announced today that certain shareholders of the Company
(the “Selling Shareholders”) have entered into an agreement with a
syndicate of Underwriters led by Wellington West Capital Markets
Inc. and Toll Cross Securities Inc. and including Dundee Securities
Corporation (together, the "Underwriters") pursuant to which the
Underwriters have agreed to purchase, on a bought deal basis from
the Selling Shareholders, 2,084,000 common shares of Pitchstone at a
price of $2.40 per share, for aggregate gross proceeds of
approximately $5 million (the “Secondary Offering”). The
Underwriters will endeavour to arrange for substituted purchasers
for the common shares prior to closing. The Underwriters have also
been granted the option to sell up to an additional 916,000 common
shares for additional proceeds of up to approximately $2.2 million.
Pitchstone will not receive any proceeds from the Secondary
Offering.
The Secondary Offering will be
effected pursuant to prospectus exemptions under applicable
securities law and is expected to close on or about January 11,
2007. Closing of the Secondary Offering is subject to receipt of all
necessary regulatory approvals. The common shares purchased pursuant
to the Secondary Offering will be subject to resale restrictions for
a period of four months following the closing date.
The Selling Shareholders, comprising
the five directors of the Company, currently own or beneficially
control approximately 11.2 million shares of Pitchstone,
representing approximately 39.3% of the Company’s issued and
outstanding common shares. Upon closing of the Secondary Offering,
the Selling Shareholders will own approximately 28.8% of
Pitchstone’s common shares, assuming the Underwriters exercise their
option. Included among the Selling Shareholders is Pitchstone’s
President and CEO Ted Trueman, who currently owns approximately 5.8
million common shares, or 20.6% of the Company’s issued and
outstanding common shares. Mr. Trueman intends to sell
approximately 1.6 million shares under the Secondary Offering.
About Pitchstone
Pitchstone is actively exploring for
uranium in three proven districts. The property portfolio
features eight projects in the eastern Athabasca Basin,
Saskatchewan, five of which are joint ventured with sxr Uranium One
Inc., with the other three being 100% owned. In addition, there are
five joint venture projects with Triex Minerals in the Hornby Bay
Basin, Nunavut and NWT, and an exploration partnership with Cameco
and Motapa Diamonds in the Franceville Basin, Gabon. Pitchstone has
a unique group of geologists with extensive uranium exploration and
production experience.
On behalf of the
Board,
E.A.G. (Ted) Trueman, CEO and
Director
For
additional information regarding Pitchstone please visit
www.pitchstone.net, or contact
Ted Trueman, CEO, at (604) 630-5563, or Dan Barnholden, Blueprint
Investor Relations Consulting at (416) 625-2334.
The TSX
Venture Exchange does not accept responsibility for the adequacy or
accuracy of this release. |