NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE U.S.
SASKATOON, Feb. 18 /CNW/ - Golden Band Resources Inc. (TSXV: GBN) (the "Company" or "Golden Band") is pleased to announce that it has arranged a private placement with
Northern Securities Inc. for gross proceeds of up to $10 million with a
bought deal commitment from Northern Financial Corporation, subject to
certain conditions. The private placement is subject to Northern
Securities completing due diligence and other customary closing
conditions. The offering will consist of a minimum of $5,000,000 in
Units and up to $5,000,000 in Flow-Through Units, at a price of $0.45
per Unit and $0.58 per Flow-Through Unit. The Company has also granted
Northern Securities an over-allotment option to place up to an
additional $5,000,000 in Units, Flow-Through Units or a combination
thereof.
Each Unit will consist of one common share (a "Common Share") and one common share purchase warrant (a "Hard Dollar Warrant"). Each Hard Dollar Warrant is exercisable for a period of three years,
entitling the holder to acquire one Common Share at an exercise price
of $0.60 for the first two years and at an exercise price of $0.65 for
the final year.
Each Flow-Through Unit will consist of one Common Share and a half
common share purchase warrant (each whole warrant a "Warrant"). Each Warrant is exercisable for a period of two years, entitling the
holder to acquire one Common Share at an exercise price of $0.70.
As compensation for the offering, Golden Band will pay Northern
Securities a commission equal to 8% of the aggregate gross proceeds of
the offering and will issue to Northern Securities a number of Broker
Warrants equal to 8% of the aggregate number of Units and Flow-Through
Units sold pursuant to the offering. Each Broker Warrant will be
exercisable into one Unit at the Unit issue price for a period of 2
years. No commission will be payable to Northern Securities in respect
of up to $3,000,000 of subscriptions from the President's List.
The offering is subject to the approval of the TSX Venture Exchange. All
securities issued pursuant to the private placement will be subject to
a four-month hold period.
The gross proceeds from the issuance of the Flow-Through Units will be
used to incur Canadian Exploration Expenses (as defined in the Income Tax Act (Canada)). The net proceeds from the issuance of the Units will be used
for exploration and development of the Corporation's La Ronge Project
and for general corporate and working capital purposes.
Ronald Netolitzky, Golden Band's Executive Chairman, commented, "This
financing will enable Golden Band to drill various deposits, most
importantly the Komis deposit, which has not been drilled to depth and
is open along strike and at depth. As a new producer we are focused on
resource expansion in several of our 12 deposits to generate a steady
mill feed for the Jolu mill. Our ultimate goal is to operate our mill
at 1,000 tonnes per day and to produce 100,000 ounces per year."
The securities offered have not been registered under the U.S.
Securities Act of 1933, as amended, and may not be offered or sold in
the United States absent registration or exemption from the
registration requirements. This press release shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful.
On behalf of the Board of Directors of Golden Band Resources Inc.,
"Ronald K. Netolitzky"
Ronald K. Netolitzky, Executive Chairman
About Golden Band
Golden Band Resources, already Saskatchewan's leading gold explorer, is
now also a gold producer. Golden Band is a well-financed,
Saskatchewan-based, publicly listed company (GBN: TSXV) whose focus is
the long-term, systematic exploration and development of its 100%-owned
La Ronge Gold Belt properties. Since 1994, Golden Band has assembled
through staking and strategic acquisition a land package of more than
750 km2, including 12 known gold deposits, five former producing mines,
and a licensed gold mill. Golden Band's key value drivers are the
methodical and systematic targeting of primary to advanced-stage
exploration while progressing along a parallel path to becoming a
sustainable gold producer. The Company is aggressively pursuing its
near-term goal of commercial production of its Bingo, Komis, and EP
deposits with processing at the 100%-owned Jolu mill. The Company's
objective, supported by a positive Pre-Feasibility Study completed in
January 2009, is the annual production of at least 75,000 ounces of
gold over a ten-year project life. Other longer-term objectives include
the continuation of its highly successful exploration and acquisition
strategy.
All of Golden Band's exploration programs and pertinent disclosure of a
scientific nature are prepared and/or designed and carried out under
the supervision of Charlie Harper, P.Geo., who serves as the qualified
person (QP) under the definitions of National Instrument 43-101. All
of Golden Band's development-related programs and pertinent disclosure
of a development nature are prepared and/or designed and carried out
under the supervision of Gary Haywood, P.Eng., Golden Band's VP of
Operations and COO, who serves as the qualified person (QP) under the
definitions of National Instrument 43-101.
Cautionary Statements on Forward-Looking Information: This news release includes certain "forward-looking information"
within the meaning of Canadian securities legislation and
"forward-looking statements" within the meaning of the United States
Private Securities Litigation Reform Act of 1995 (collectively, "forward-looking statements"). All statements other than statements of historical fact included in
this release, including, without limitation, statements regarding the
completion of the offering, planned use of proceeds of the offering,
development and exploration activities generally, and future plans and
objectives of Golden Band are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that such statements will prove to be accurate
and actual results and future events could differ materially from those
anticipated in such statements. Although the Company has attempted to
identify important factors that could cause actual actions, events or
results to differ from those described in forward-looking statements,
there may be other factors that cause such actions, events, or results
to differ materially from those anticipated. There can be no assurance
that forward-looking statements will prove to be accurate and
accordingly readers are cautioned not to place undue reliance on
forward-looking statements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as
that term is defined in the policies of the TSX Venture Exchange)
accepts responsibility for the adequacy or accuracy of this release.
<table border="0"><tr><td align="center" colspan="2"><u><i>For further information please contact</i></u><i>:</i></td></tr> <tr><td align="left" valign="top">Mark J. Thiel, CA, VP Finance & CFO<br/> Golden Band Resources Inc.<br/> Phone: 306 955 0787 x7128<br/> Fax: 306 955 0788<br/> Email: <a cr="true" href="mailto:mark.thiel@goldenbandresources.com">mark.thiel@goldenbandresources.com</a></td> <td align="left" valign="top"><b>Investor Relations:</b><br/> Raju Wani: 403 240 0555<br/> Tony Perri: 604 682 6852<br/> Email: <a href="mailto:info@goldenbandresources.com">info@goldenbandresources.com</a><br/> <a cr="true" href="http://www.goldenbandresources.com">www.</a><a cr="true" href="http://www.goldenbandresources.com"><b>golden</b></a><a cr="true" href="http://www.goldenbandresources.com">band</a><a cr="true" href="http://www.goldenbandresources.com"><b>resources</b></a><a cr="true" href="http://www.goldenbandresources.com">.com</a></td></tr></table>