DOT Resources Ltd.
TSX VENTURE : DOT

DOT Resources Ltd.

September 24, 2009 17:41 ET

DOT Closes Financing With the MineralFields Group and Others

CALGARY, ALBERTA--(Marketwire - Sept. 24, 2009) - DOT Resources Ltd. (TSX VENTURE:DOT) ("DOT" or the "Corporation") and the MineralFields Group are pleased to announce the completion of a private placement of 14,234,332 flow-through units ("FT Units") of DOT at a purchase price of C$0.06 per FT Unit for aggregate gross proceeds of C$854,059.92. Each FT Unit consists of one flow-through common share and one non-flow-through common share purchase warrant (a "Warrant"). Each Warrant shall be exercisable into one common share of the Corporation for a period of two years from closing of the financing, at a price of C$0.10 per share in year one and at C$0.12 in year two. The FT Units and all securities comprising same or which they may be converted are subject to a four month hold period expiring on January 23, 2010.

First Canadian Securities® was paid a 6% cash finder's fee of C$30,000 and received 833,333 broker options (10% of FT Units sold) on part of the private placement and Wolverton Securities Ltd. was paid a 6% cash finder's fee of C$1,080 and received 30,000 broker options (10% of FT Units sold) on part of the private placement. Each broker option entitles the holder to acquire one additional Compensation Unit at an exercise price of C$0.06 per Compensation Unit for the first year and thereafter at an exercise price of C$0.10 per Compensation Unit for the second year. Each Compensation unit consists of one non-flow-through common share and one non-flow-through common share purchase warrant. Each warrant entitles the holder to acquire one additional common share of the Corporation at an exercise price of C$0.10 for the first year and thereafter at C$0.12 for the second year.

The MineralFields Group acquired, indirectly or directly, 8,333,331 FT Units. On a post closing basis, the MineralFields Group, directly or indirectly, owns or controls 8,333,331 common shares of DOT representing approximately 15% of the issued and outstanding common shares of DOT. In the event the MineralFields Group exercises all of their outstanding warrants, broker options and Compensation Units, the MineralFields Group will exercise ownership or control in respect of 18,333,328 common shares or approximately 27.9% of the issued and outstanding common shares of the Corporation. For purposes of this calculation the Corporation's issued and outstanding common shares include the common shares issuable upon exercise of all convertible securities owned or controlled by the MineralFields Group at the time of the calculation as required by securities law. The MineralFields Group has acquired the securities of the Corporation for investment purposes and may from time to time acquire additional securities of the Corporation, dispose of some or all of the existing or additional securities they hold or will hold, or may continue to hold their current securities position.

The proceeds of this financing will be used towards a fall geophysical and drilling program on the Dot's Highland Valley District property in southern British Columbia.

Since current insiders of the Corporation other than the MineralFields Group purchased approximately 14.6% of the private placement, the private placement is classified as a "related party transaction" as such term is defined in Multilateral Instrument 61-101 ("MI 61-101"). The Corporation has relied upon exemptions contained in MI 61-101, or an equivalent exemption under applicable securities law, from certain requirements of MI 61-101, including the requirement for a formal valuation and minority approval of the Offering.

"We are very pleased to be entering into this relationship with the MineralFields Group", said John J. Komarnicki, President and CEO. "This is an important milestone in the growth of DOT Resources Ltd. and we look forward to working with MineralFields Group as we develop our holdings in the Highland Valley District of southern British Columbia."

MineralFields Group (a division of Pathway Asset Management) based in Toronto and Vancouver, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds. Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities® is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities®.

ABOUT DOT

DOT is a Canadian corporation currently focused on the exploration and development of its copper property in central British Columbia. The Corporation is planning to assess future copper and copper-gold properties for exploration and development opportunities throughout North and South America.

DOT shares trades on the TSX Venture exchange under the symbol DOT. The Corporation's website can be accessed at www.dotresourcesltd.com.

Forward-Looking Statements

Certain statements contained in this news release constitute "forward-looking statements" as such term is used in applicable Canadian and US securities laws. These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management. In particular, the statement concerning the completion of a fall drilling program and other factors or events described in this news release should be reviewed as forward-looking statements to the extent they involve estimates thereof.

Such forward looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Corporation to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks and other factors include, among others, the inability to complete a fall drilling program; general market conditions and such other business risks as discussed herein and other publicly filed disclosure documents. Although the Corporation has attempted to identify important factors that could cause actual events or results to differ materially from those described in forward-looking statements, there may be factors that cause actions, events or results not to be as anticipated, estimated of intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements contained in this news release.

Forward-looking statements are made based on management's beliefs, estimates and opinions on the date the statements are made and the Corporation undertakes no obligation to update forward-looking statements should these beliefs, estimates and opinions or other circumstances change, except as required by applicable law. Investors are cautioned that such forward-looking statements involve risks and uncertainties. The forward-looking statements contained herein are expressly qualified by this cautionary statement.

Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the Policies of the TSX Venture Exchange Inc.) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • DOT Resources Ltd.
    Ihor P. Wasylkiw
    Chief Information Officer
    (403) 264-2647
    or
    DOT Resources Ltd.
    Donald D. McKechnie
    Chief Financial Officer
    (403) 264-2647
    www.dotresourcesltd.com