Everton Resources Inc.
TSX VENTURE : EVR

Everton Resources Inc.

January 31, 2007 14:31 ET

Everton Resources Announces $10,000,000 Private Placement Financing

OTTAWA, ONTARIO--(CCNMatthews - Jan. 31, 2007) -

This news release is intended for distribution in Canada only and is not intended for distribution to United States newswire services or dissemination in the United States.

Everton Resources Inc. ("Everton") (TSX VENTURE:EVR) is pleased to announce that it has appointed a syndicate of agents led by Orion Securities Inc. and including Canaccord Adams Inc. (collectively the "Agents"), to offer up to $10,000,000 through a private placement offering of Units on a "best efforts" basis at a price of $1.25 per Unit. Everton has granted the Agents an option, to purchase up to an additional 15% of the Units, exercisable at the Issue Price for a period of 24 hours prior to the closing date of the Offering (the "Closing Date").

Each Unit will consist of one common share of Everton (a "Unit Share") and one-half of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant will entitle the holder to purchase one common share of Everton at a price of $1.65 for a period of 18 months following the Closing Date. In the event that the weighted-average price of the common shares of the Company on the TSX Venture Exchange is equal to or greater than $2.50 for 20 consecutive trading days, the holder will have 30 days to exercise their warrants failing which the warrants will expire, provided that such expiry date shall be no earlier than the date that is four months plus one day from the Closing Date.

Everton will use the net proceeds from the Offering to fund its further exploration and development in the Opinaca region of James Bay, Quebec, to further advance the Company's exploration activities in the Dominican Republic, and for general corporate purposes.

The Offering is expected to close in mid February 2007, and is subject to certain conditions including the receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The Unit Shares, the Warrants and the common shares issuable on the exercise of the Warrants will be subject to resale restrictions for a period of four months following the Closing Date.

Everton will pay the Agents a cash commission equal to 6.5% of the gross proceeds of the Offering. The Agents will also receive non-transferable compensation options (the "Compensation Options") equal to 6.5% of the total number of Units sold pursuant to the Offering. Each Compensation Option will entitle the Agents to purchase one Unit at the Issue Price for a period of 18 months following the Closing Date.

This press release is not an offer to sell or the solicitation of an offer to buy the securities, nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements.

Everton is actively exploring in the Opinaca region of James Bay, Quebec where Everton has amassed one of the largest land claims adjacent to the Eleonore gold discovery, and where Goldcorp Inc. (NYSE:GG)(TSX:G) is proposing to spend several hundreds of millions of dollars developing its recent property acquisition. Everton is also actively exploring in the Dominican Republic adjacent to where the world's largest gold mining company, Barrick Gold (TSX:ABX)(NYSE:ABX), is partnering with Goldcorp to develop the 15 million ounce Pueblo Viejo gold deposit, one of the world's largest undeveloped gold deposits, at an estimated cost of $1.4 billion.

The TSX Venture Exchange neither approves nor disapproves of the information contained in this News Release. The Company's Shares are listed on the TSX Venture Exchange and trade under the symbol "EVR".

Contact Information

  • Everton Resources Inc.
    Todd Opalick
    Manager Investor Relations
    (613) 241-2332
    Email: todd @evertonresources.com
    or
    Everton Resources Inc.
    Andre Audet
    Chairman & CEO
    (613) 241-2332
    (613) 241-8632 (FAX)
    Email: andre@evertonresources.com
    Website: www.evertonresources.com