/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
MONTREAL, June 28, 2013 /CNW/ – Mason Graphite Inc. (“Mason Graphite” or the “Company”) (TSX.V: LLG) is pleased to announce that it has closed its previously announced brokered private placement offering of flow-through units (the “FT Units”) at a price $0.55 per FT Unit and hard dollar units (the “HD Units”) at a price of $0.50 per HD Unit. The Company issued 8,163,637 FT Units and 1,020,000 HD Units for aggregate gross proceeds of C$5 million (the “Offering”). Each FT Unit consists of one flow-through common share of the Company and one-half of one non flow-through common share purchase warrant (a “Warrant”). Each HD Unit consists of one common share of the Company and one-half of one Warrant. Each whole Warrant entitles the holder thereof to acquire one common share of the Company at a price of $0.60 for a period of 24 months following the closing date of the Offering.
Benoit Gascon , CEO of Mason Graphite commented, “With the proceeds of the Offering the Company is well positioned to complete its planned exploration program on the Lac Guéret property.”
In connection with the Offering, the Company paid a syndicate of agents co-led by Delano Capital Corp. and PowerOne Capital Markets Limited and including Macquarie Capital Markets Canada Ltd., Marquest Asset Management Inc. and Stonecap Securities Inc. (together the “Agents”) a cash fee equal to 7% of the gross proceeds from the Offering. As additional compensation, the Agents were issued compensation options (the “Broker Options”) equal to 7% of total number of securities issued by the Company pursuant to the Offering. Each Broker Option consists of one common share of the Company (“Broker Option Share”) and one-half of one common share purchase warrant (a “Broker Warrant”). Each Broker Option is exercisable at a price of $0.60 per Broker Option for a period of 24 months following the closing date of the Offering. Each Broker Warrant entitles the holder to acquire one additional common share of the Company at a price of $0.60 for a period of 24 months following the closing date of the Offering.
The Company intends to use the gross proceeds of the sale of the FT Units to incur Canadian exploration expenses (as defined in the Income Tax Act (Canada)) for the Company’s 100%-owned Lac Guéret graphite property in northeastern Quebec, which expenses will be renounced for the 2013 taxation year. The net proceeds of the sale of the HD Units will be used for exploration expenses on the Lac Guéret property and for general corporate purposes.
The Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange and applicable securities regulatory authorities. All securities issued pursuant to the Offering will be subject to a four month hold period which will expire on October 29, 2013.
About Mason Graphite
Mason Graphite is a Canadian mining company focused on the exploration and development of its 100% owned Lac Guéret graphite property, which is located in northeastern Québec near the main service center of Baie-Comeau. The Lac Guéret property currently hosts a National Instrument 43-101 compliant Mineral Resource (see news release issued on July 16, 2012), which considers the exploration of only 17% of one well defined zone. Excellent potential exists for mineral growth. The Company has also completed a Preliminary Economic Assessment study which features 22 years of production at 27.4% Cgr and a pre-tax internal rate of return of 33.7% (see news release issued on April 22, 2013). The Company’s senior management team possesses significant graphite expertise from their experience at Timcal/Imerys; including Benoit Gascon , CPA, CA, who held executive positions for 20 years, including over 6 years as President and CEO; Jean L’Heureux, Eng., Executive Vice-President, Process Development, with over 20 years of experience; and Luc Veilleux , CPA, CA, Chief Financial Officer and Executive Vice-President, with 8 years of experience. Timcal, now owned by Imerys, is one of the largest graphite producers in the world.
Full technical details and notes for the PEA can be found in the technical report entitled “NI 43-101 Technical Report on the Preliminary Economic Assessment, Lac Guéret Graphite Project, Quebec, Canada” dated June 6, 2013 and effective April 22, 2013, which is available under Mason Graphite’s profile on SEDAR at www.sedar.com and on Mason Graphite’s website at www.masongraphite.com.
Cautionary Note: A PEA is preliminary in nature and includes Inferred Mineral Resources, which are considered too geologically speculative to have mining and economic considerations applied to them that would enable them to be categorized as mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. There is no certainty that the reserves development, production, and economic forecasts on which the PEA is based will be realized.
Cautionary Statements Regarding Forward Looking Information
This press release contains “forward-looking information” within the meaning of Canadian securities legislation. Forward-looking information includes, without limitation, statements regarding the Company’s exploration prospects and the anticipated use of proceeds of the Offering. Generally, such forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: (i) volatile stock price; (ii) the general global markets and economic conditions; (iii) the possibility of write-downs and impairments; (iv) the risk associated with exploration, development and operations of mineral deposits; (v) the risk associated with establishing title to mineral properties and assets; (vi) the risks associated with entering into joint ventures; (vii) fluctuations in commodity prices; (viii) the risks associated with uninsurable risks arising during the course of exploration, development and production; (ix) competition faced by the resulting issuer in securing experienced personnel and financing; * access to adequate infrastructure to support mining, processing, development and exploration activities; (xi) the risks associated with changes in the mining regulatory regime governing the resulting issuer; (xii) the risks associated with the various environmental regulations the resulting issuer is subject to; (xiii) risks related to regulatory and permitting delays; (xiv) risks related to potential conflicts of interest; (xv) the reliance on key personnel; (xvi) liquidity risks; (xvii) the risk of potential dilution through the issue of common shares; (xviii) the risk of litigation; and (xix) risk management.
Forward-looking information is based on assumptions management believes to be reasonable at the time such statements are made, including but not limited to, continued exploration activities, no material adverse change in metal prices, exploration and development plans proceeding in accordance with plans and such plans achieving their stated expected outcomes, receipt of required regulatory approvals, and such other assumptions and factors as set out herein. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such forward-looking information. Such forward-looking information has been provided for the purpose of assisting investors in understanding the Company’s business, operations and exploration plans and may not be appropriate for other purposes. Accordingly, readers should not place undue reliance on forward-looking information. Forward-looking information is made as of the date of this press release, and the Company does not undertake to update such forward-looking information except in accordance with applicable securities laws.
This press release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. 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 or for the account or benefit of a U.S. person (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the 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.
about Mason Graphite, visit www.masongraphite.com or contact:
1 (416) 861-1685
Simon Marcotte, Vice-President Corporate Development
1 (416) 309-2133
Benoît Gascon, President & CEO
1 (514) 289-3574
2000 McGill College Avenue, Suite 2210
Montreal, QC H3A 3H3
65 Queen Street West, Suite 800
Toronto, ON M5H 2M5