Sunward Resources Ltd.
TSX VENTURE : SWD

Sunward Resources Ltd.

April 12, 2010 08:10 ET

Sunward Resources Ltd.-New Issue

TORONTO, ONTARIO--(Marketwire - April 12, 2010) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Sunward Resources Ltd. (TSX VENTURE:SWD) (the "Company or "Sunward") has today entered into an agreement with Cormark Securities Inc. on behalf of a syndicate of underwriters (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to buy and sell to the public on a private placement basis an aggregate of 20,833,333 special warrants of the Company (the "Special Warrants"), at a price of $1.20 per Special Warrant, for gross proceeds of $25,000,000 (the "Offering"). Each Special Warrant will entitle the holder thereof to receive one common share of the Company (a "Common Share") on the exercise or deemed exercise of the Special Warrant. 

The Company shall use its reasonable best efforts to obtain a receipt for a final short form prospectus. The Underwriters shall also have the option (the "Option"), exercisable in whole or in part at any time prior to the Closing Date, to sell, on a "best efforts" agency basis, up to an additional 3,125,000 Special Warrants at the Issue Price for aggregate gross proceeds of up to $3,750,000. Assuming full exercise of the Option, the total gross proceeds of the Offering will be $28,750,000.

If the Company fails to qualify the distribution of the Common Shares underlying the Special Warrants pursuant to a Final Qualification Prospectus within 45 days following the Closing Date, the holders of Special Warrants will be entitled to receive an additional number of Common Shares equal to 10% of the number of Common Shares issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Common Shares. 

The proceeds from the sale of the Special Warrants will be used for exploration and drilling and for working capital and general corporate purposes related to the Company's operations.

The Underwriters will receive a cash commission equal to 6.0% of the gross proceeds of the Offering. As additional compensation, on the Closing Date the Underwriters will be issued broker warrants exercisable to acquire that number of compensation options (the "Compensation Options") as is equal to 6.0% of the number of Special Warrants sold pursuant to the Offering, each Compensation Option is exercisable to acquire one Common Share at a price of $1.20 for a period of 18 months following the Closing Date.

This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the Unites States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.

Caution Regarding Forward-Looking Information

This press release contains forward-looking information which is based on assumptions and judgments of management regarding future events and results. Such forward-looking information includes but is not limited to information with respect to closing of the Offering and the use of proceeds of the Offering.

Forward-looking information involves known and unknown risks, uncertainties, and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any anticipated future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others, the receipt of all required approvals, the receipt of additional financing as and when required, the actual market price of gold, the actual results of current exploration, the actual results of future exploration, changes in project parameters as plans continue to be evaluated, as well as those factors disclosed in the Company's publicly filed documents. The Company believes that the assumptions and expectations reflected in the forward-looking information are reasonable. Assumptions have been made regarding, among other things, the timely receipt of required approvals, the price of gold, the ability of the Company to operate in a safe, efficient and effective manner and the ability of the Company to obtain financing as and when required and on reasonable terms. Readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information, except in accordance with applicable securities laws.

Contact Information

  • Sunward Resources Ltd.
    Philip O'Neill
    Chief Executive Officer
    (403) 226-9885