Paragon Minerals Corporation
TSX VENTURE : PGR

Paragon Minerals Corporation

December 18, 2009 15:54 ET

Paragon Minerals Closes $800,000 Flow-Through Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 18, 2009) -

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

Paragon Minerals Corporation (TSX VENTURE:PGR) (the "Company") announces that further to its press release dated November 30, 2009, it has completed the flow-through portion of a non-brokered private placement, and has issued 5,333,330 flow-through Units ("FT Unit") at a purchase price of $0.15 per FT Unit for gross proceeds of $800,000. Each FT Unit will consist of one flow-through common share of the Company and one-half of one common share purchase warrant with a term of 24 months from the date of closing. Each whole warrant will entitle the holder to acquire one additional non-flow-through common share of the Company at an exercise price of $0.23 per common share in year one and $0.29 per common share in year two. The Company anticipates closing the non-flow-through portion of the private placement in early January, 2010.

Paragon will use the proceeds from this placement to advance its wholly-owned gold and base metal exploration projects. Paragon has made a significant precious metal-rich massive sulphide discovery at its 100%-owned South Tally Pond project in central Newfoundland and intends to follow-up on the discovery as well as other high priority targets on the property. The gross proceeds from the FT Shares will be incurred as Canadian exploration expense, as defined in the Income Tax Act of Canada, and renounced to the subscribers with an effective date of December 31, 2009.

All securities issued by Paragon under the private placement are subject to a 4 month hold period. In connection with the private placement, Limited Market Dealer Inc. will receive a $32,500 finder's fee and 433,333 finder's options for subscriptions by MineralFields Group to the private placement. Each finder's option is exercisable at a price of $0.15 for one common share and one-half of one common share purchase warrant. Terms of the warrant are identical to those under the offering.

"We are pleased to be continuing our relationship with MineralFields Group," said Michael Vande Guchte, President and CEO. "This financing is an important milestone in the growth of Paragon Minerals Corporation and we look forward to working with MineralFields as we develop our gold and base metal projects in Newfoundland and Ontario."

About Paragon Minerals Corporation

Paragon Minerals Corporation is a Canadian-based mineral exploration company focused on gold, copper, lead, zinc, and silver in eastern Canada. Paragon's flagship base metal project is the 100%-owned South Tally Pond VMS project where it has made a significant precious metal-rich massive sulphide discovery in a proven mining district in central Newfoundland. Paragon is also exploring an exceptional portfolio of gold properties through both company and partner-funded exploration. For more information on Paragon and its properties, please visit the website at www.paragonminerals.com.

About MineralFields, Pathway and First Canadian Securities®

MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver, Montreal and Calgary, 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 (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities® (a division of Limited Market Dealer Inc.) 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®.

PARAGON MINERALS CORPORATION

Michael Vande Guchte, President & CEO

Note: The securities offered have not been registered under the U.S. Securities Act of 1993, as amended, and may not be offered or sold in the United States absent registration or an applicable 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 State in which such offer, solicitation or sale would be unlawful.

Forward-looking statements - This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that Paragon expects to occur, are forward looking statements. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Forward-looking statements in this document include statements regarding use of proceeds, current and future exploration programs, activities and results. Although Paragon believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration success, continued availability of capital and financing, inability to obtain required regulatory or governmental approvals and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of Paragon's management on the date the statements are made. Except as required by securities laws, Paragon undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change. These statements are based on a number of assumptions, including, among others, assumptions regarding general business and economic conditions, the timing of the receipt of regulatory and governmental approvals for the transactions described herein, the ability of Paragon and other relevant parties to satisfy stock exchange and other regulatory requirements in a timely manner, the availability of financing for Paragon's proposed transactions and exploration and development programs on reasonable terms and the ability of third-party service providers to deliver services in a timely manner. The foregoing list of assumptions is not exhaustive. Events or circumstances could cause results to differ materially.

"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

  • Paragon Minerals Corporation
    Michael Vande Guchte
    President & CEO
    (604) 629-2353
    or
    Paragon Minerals Corporation
    Bill Cavalluzzo
    VP Investor Relations
    (604) 629-2353
    www.paragonminerals.com