Glamis Resources Ltd.
TSX VENTURE : GLM.A

Glamis Resources Ltd.

November 02, 2009 15:05 ET

Glamis Resources Ltd. Closes Equity Financing, Obtains Shareholder Approval of Connaught Acquisition and Adds to Management Team

CALGARY, ALBERTA--(Marketwire - Nov. 2, 2009) - 

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAW.

Glamis Resources Ltd. ("Glamis") (TSX VENTURE:GLM.A) is pleased to announce that it has completed the bought-deal financing, previously announced on October 20, 2009, co-led by GMP Securities L.P., Macquarie Capital Markets Canada Ltd. and FirstEnergy Capital Corp., and including BMO Capital Markets, National Bank Financial Inc., Cormark Securities Inc. and Scotia Capital Inc. (collectively, the "Underwriters"). Under the financing, Glamis issued 34,375,000 units ("Units") for gross aggregate proceeds of $110 million. Each Unit consists of one subscription receipt of Glamis ("Subscription Receipt") at a price of $1.60 per Subscription Receipt and one special warrant of Glamis ("Special Warrant") at a price of $1.60 per Special Warrant for a total subscription price of $3.20 per Unit. The underwriting syndicate elected to exercise its overallotment option in full with respect to the financing.

Each Special Warrant, including the Special Warrants issued on the conversion of the Subscription Receipts, will entitle the holder thereof to receive one Glamis Share on the exercise or deemed exercise of the Special Warrant. The Special Warrants will be exercisable for no additional consideration and all unexercised Special Warrants will be deemed to be exercised on the earlier of (a) four months and a day following the closing of the financing, and (b) that day on which a receipt is issued by the securities regulatory authorities in all the applicable provinces for a final prospectus qualifying the Glamis Shares to be issued upon the exercise of the Special Warrants. Glamis shall use its best commercial efforts to obtain such a receipt for a final prospectus on or before November 30, 2009. Until the receipt is issued for such prospectus, the Special Warrants, as well as the Glamis Shares issuable upon exercise thereof, will be subject to a four month hold period under applicable Canadian securities laws.

The net proceeds of the financing relating to the issuance of the Special Warrants were released to Glamis upon closing and will be used, in part, to fund the cash payable under the partnership acquisition previously announced on October 20, 2009. The gross proceeds of the financing relating to the Subscription Receipts (the "Escrowed Funds") have been deposited with Olympia Trust Company as escrow agent pending the completion by Glamis of its previously announced acquisition (the "Private Company Acquisition") of Connaught Energy Ltd. ("Connaught"). Upon closing of the Private Company Acquisition, each holder of a Subscription Receipt shall receive one Special Warrant without any further action or payment of any additional funds and the Escrowed Funds shall be released to Glamis. If the Private Company Acquisition is not completed by December 18, 2009, holders of Subscription Receipts shall be refunded their pro rata portion of the Escrowed Funds, and the Subscription Receipts shall be cancelled. 

Glamis has been informed by Connaught that Connaught has received signed shareholder resolutions from 100 percent of its shareholders, signifying acceptance of the acquisition of Connaught by Glamis. With the unanimous shareholder approval, Glamis will move to close this acquisition on or about November 9, 2009. Closing remains subject to certain conditions, including the receipt of court approval and the approval of the TSXV.

Additionally, Glamis is pleased to announce the appointment of Mr. Mark Oliver as Vice President, Exploration. Mr. Oliver is a Professional Geologist with over 32 years of experience. Over the past 14 years Mr. Oliver has had various roles with Provident Energy Ltd. including Saskatchewan Team Leader and Vice President Geosciences and Technical Services, and with its predecessor company, Founders Energy Ltd., as Vice President Exploration.

Glamis is a uniquely positioned, well-capitalized junior oil and gas company with a proven management team committed to aggressive, cost-effective growth of light oil reserves and production in Saskatchewan and Manitoba. Glamis' Class A Shares trade on the TSX Venture Exchange under the symbol GLM.A.

This press release shall not constitute an offer to sell, nor the solicitation of an offer to buy, any securities in the United States, nor shall there be any sale of securities mentioned in this press release in any state in the United States in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements. More particularly, this press release contains a statement concerning the anticipated date for the closing of the Private Company Acquisition.

The forward-looking statement contained in this document is based on certain key expectations and assumptions made by Glamis, including expectations and assumptions concerning timing of receipt of required court and regulatory approvals and third party consents and the satisfaction of other conditions to the completion of the Private Company Acquisition.

Although Glamis believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Glamis can give no assurance that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the failure to obtain necessary court and regulatory approvals or satisfy the conditions to closing the Private Company Acquisition.

The forward-looking statements contained in this document are made as of the date hereof and Glamis undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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.

Contact Information

  • Glamis Resources Ltd.
    Trent J. Yanko, P.Eng.
    President & CEO
    (403) 441-2300
    (403) 441-2017 (FAX)
    or
    Glamis Resources Ltd.
    Matt Janisch, P.Eng.
    Vice-President, Finance & CFO
    (403) 441-2300
    (403) 441-2017 (FAX)
    or
    Glamis Resources Ltd.
    3900, Bow Valley Square II
    205 - 5th Avenue S.W.
    Calgary, AB T2P 2V7