Bridge Resources Corp.
TSX VENTURE : BUK

Bridge Resources Corp.

May 05, 2010 08:09 ET

Bridge Resources Corp. to Raise Up to $10,000,000 Through Bought-Deal Offering

CALGARY, ALBERTA--(Marketwire - May 5, 2010) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Bridge Resources Corp. (TSX VENTURE:BUK) (the "Company") today announced that it has entered into an agreement with Mackie Research Capital Corporation to act as lead underwriter in a syndicate of underwriters also including PI Financial Corp. and Byron Securities Limited (the "Underwriters"), whereby the Underwriters will purchase, on a bought deal basis, 12,000,000 units of the Company (the "Units") at a price of $0.50 per Unit, for gross proceeds to the Company of $6,000,000 (the "Offering"). The Company has granted the Underwriters the option, but not the obligation, exercisable at any time prior to the closing of the Offering to increase the size of the Offering by purchasing up to $4,000,000 in Units (the "Underwriters' Option"). If the Underwriters' Option is exercised in full, the gross proceeds to the Company from the Offering will be $10,000,000.

Each Unit shall consist of one common share of the Company (the "Common Shares") and one-half of one Common Share purchase warrant (the "Warrants"). Each whole Warrant shall be exercisable into one Common Share of the Company for a period of 18 months following the closing of the Offering at a price of $0.75 per Common Share, provided that if the closing price of the Common Shares of the Company on the TSX Venture Exchange for a period of twenty consecutive trading days is at least $1.00 per Common Share, the Company will be entitled to provide notice to the holders of the Warrants advising that the Warrants will expire on the date specified in such notice (which date will be not less than thirty days after such notice) if not exercised prior to such early expiry date.

The Units will be offered by way of private placement exemptions from prospectus requirements in such provinces of Canada as the Underwriters may designate.

The Offering is scheduled to close on or about the week of May 17, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange. The securities to be issued under the Offering will have a hold period of four months from closing.

The proceeds received by the Company from the sale of the Units will be used by the Company for the ongoing exploration and development of its gas and condensate properties in Idaho.

In consideration for their services, the Underwriters will receive a cash commission of 6.0% of the gross proceeds of the Offering and non-transferable common share purchase warrants equal to 6.0% of the Units issued pursuant to the Offering.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, or any state securities laws, and may not be offered or sold in the United States absent registration or an 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 jurisdiction in which such offer, solicitation or sale would be unlawful.

Cautions Regarding Forward-Looking Statements

Statements in this press release may contain forward-looking information including expectations of commerciality of any discovery, future operations, operating costs, commodity prices, administrative costs, commodity price risk management activity, acquisitions and dispositions, capital spending, access to credit facilities, income and oil taxes, regulatory changes, and other components of cash flow and earnings. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Corporation. These risks include, but are not limited to, the risks associated with the oil and gas industry, commodity prices and exchange rate changes. Industry related risks could include, but are not limited to, operational risks in development and production, delays or changes in plans, risks associated to the uncertainty of reserve estimates, or reservoir performance, health and safety risks and the uncertainty of estimates and projections of production, costs and expenses. The reader is cautioned not to place undue reliance on this forward-looking information.

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.

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