Aguila American Resources Ltd. has entered into an agreement with Canaccord Genuity Corp. to act as agent on a commercially reasonable efforts basis, in connection with the offering for sale, by way of a TSX Venture Exchange short form offering document, of up to 4.44 million units at a price of 45 cents per unit for gross proceeds of up to $1,998,000. Each unit will consist of one common share of the company and one-half of one non-transferable common share purchase warrant. Each warrant will entitle the holder to subscribe for one additional common share at a price of 65 cents for a period of 24 months from the date of closing.
In addition to the short form offering, the company has negotiated a commercially reasonable efforts private placement with Canaccord Genuity for up to 3.34 million units having the same terms as the short form offering for gross proceeds of up to $1,503,000. The company has also granted the agent an option to solicit additional units to raise additional gross proceeds of up to $225,000, exercisable 48 hours prior to closing.
On closing of the short form offering and brokered private placement, the company will pay the agent a cash fee equal to 8 per cent of the gross proceeds raised through the offerings and will issue to the agent warrants equal to 8 per cent of the units issued pursuant to the offerings. Each agent's warrant shall be exercisable into one common share at a price of 65 cents per common share for a period of 24 months from the closing of the offerings. The company will also pay to the agent a corporate finance fee of 125,000 units. Each corporate finance unit will have the same terms as the units sold under the offerings.
In addition to the offerings, the company has arranged a non-brokered private placement to raise gross proceeds of $1.5-million by the issuance of up to 3.34 million units to having the same terms as the units issued under the offerings for gross proceeds of up to $1,503,000. The company may pay a finders' fee to arm's-length parties in an amount to be determined.
The funds raised from the issuance of the units shall be used to finance continuing work programs on the company's properties and for general working capital purposes.
Closing of the Offerings is anticipated to occur on or before May 12, 2011 and is subject to the receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.
The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.
On behalf of the Board of Directors,
“John Huguet”
John Huguet
President & CEO
Aguila American Resources Ltd.
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.
