Sinomar Capital Corp.

December 14, 2009 15:54 ET

Sinomar Capital Corp. Announces Financings by Short Form Offering Document and Brokered Private Placement

CALGARY, ALBERTA--(Marketwire - Dec. 14, 2009) -


Sinomar Capital Corp. (the "Corporation") (TSX VENTURE:SMM.P), a capital pool company, announces that, pursuant to an agency agreement dated December 11, 2009 between the Corporation, Huntmountain Resources Ltd. ("Huntmountain") and Wolverton Securities Ltd. ("Wolverton"), Wolverton has been appointed as agent for and on behalf of the Corporation to raise on a commercially reasonable efforts basis a minimum of $1,000,000 and a maximum of $2,000,000 from the sale of Common Shares of the Corporation at a price of $0.30 per Common Share (the "Short Form Offering"). The Common Shares will be offered by way of a Short Form Offering Document in the Provinces of Alberta, British Columbia and Saskatchewan.

Wolverton will receive a commission equal to 10% of the gross proceeds raised under the Short Form Offering, payable in cash, Common Shares or any combination thereof at Wolverton's discretion, a corporate finance fee of $15,000, plus applicable taxes, payable in cash, Common Shares or any combination thereof at the Agent's discretion, and a non-transferable option entitling Wolverton to purchase such number of Common Shares of the Corporation as is equal to 10% of the aggregate number of Common Shares sold under the Short Form Offering for a period of three years from the closing of the Short Form Offering at an exercise price of $0.30 per Common Share.

Pursuant to an agency agreement to be entered into between the Corporation, Huntmountain and Wolverton, Wolverton will also be appointed to act as selling agent for and behalf of the Corporation on a commercially reasonable efforts agency basis in connection with a brokered private placement (the "Brokered Private Placement") to raise up to $1,000,000 by the issuance of units ("Units"), each Unit consisting one common share and one-half of one common share purchase warrant, with each whole common share purchase warrant entitling the holder to purchase one common share of the Corporation for a period of one year from the closing of the Brokered Private Placement at a price of $0.60 per common share.

The closing of the Short Form Offering and the Brokered Private Placement (collectively called the "Financing") is subject to the closing of the acquisition (the "Acquisition") by the Corporation of all of the outstanding shares of Cerro Cazador S.A., the proposed Qualifying Transaction of the Corporation. The closing of the Acquisition is subject to the concurrent closing of the Financing in the minimum amount of $2,000,000 ("Minimum Financing") and a maximum amount of $3,000,000 ("Maximum Financing").

The Corporation intends the net proceeds from the Financing to be allocated to the exploration program on its La Josefina Project in Argentina (Phase 1 if the Minimum Financing is achieved and Phases 1 and 2 if the Maximum Financing is achieved); to general and administrative expenses of the Corporation for 12 months; and to unallocated working capital.

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.

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