VMS Ventures Inc.
TSX VENTURE : VMS

VMS Ventures Inc.

November 07, 2007 11:47 ET

VMS Announces Completion of Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 7, 2007) -

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

VMS Ventures Inc. (TSX VENTURE:VMS) (the "Company") is pleased to announce that it has closed its brokered private placement previously announced by a news release dated October 18, 2007, which was completed by a syndicate of agents led by GMP Securities L.P. and including Evergreen Capital Partners Inc., Jennings Capital Inc. and First Canadian Capital Markets Ltd. (the "Agents") (the "Offering"). The Company raised $19,500,000 by the issuance of 13,000,000 subscription receipts (the "Subscription Receipts"), of which 8,000,000 are exchangeable without further consideration for units (the "Units"), and 5,000,000 are exchangeable without further consideration for "flow through" common shares (the "FT Shares") upon the Company receiving shareholder approval to increase its authorized share capital to an unlimited number of common shares and the filing of articles of amendment with the B.C. Registrar of Companies relating to such increase (the "Release Condition"). The Company has scheduled a meeting of its shareholders for December 11, 2007 to secure the requisite shareholder approval.

The net proceeds of the Offering will be held in escrow and released to the Company upon satisfaction of the Release Condition. In the event that the Release Condition is not satisfied on or before December 31, 2007, the Company will repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the subscription price for the Subscription Receipts plus accrued interest.

The Subscription Receipts exchangeable for Units were sold at a price of $1.50 per Subscription Receipt and will entitle the holder thereof to receive, without payment of further consideration, one Unit, each Unit consisting of one common share of the Company (a "Share") and one transferable Share purchase warrant (a "Warrant") exercisable until November 7, 2009 at a price of $2.25 per Share.

The Subscription Receipts exchangeable for FT Shares were also sold at a price of $1.50 per Subscription Receipt and will entitle the holder thereof to receive, without payment of further consideration, one FT Share.

All securities issued pursuant to this financing and all securities underlying such securities are subject to a four month hold period expiring March 8, 2008.

In connection with the Offering, the Agents are to receive a cash commission equal to 6.0% of the gross proceeds of the Offering (the "Commission") and compensation options (the "Compensation Options") entitling the Agents to subscribe for that number of Units as is equal to 6.0% of the number of Subscription Receipts sold under the Offering. One-half of the Commission will be held in escrow and released to the Agents upon satisfaction of the Release Condition. As well, the Compensation Options shall only be exercisable upon satisfaction of the Release Condition.

Upon satisfaction of the Release Condition, the net proceeds of the Offering will be used to fund ongoing exploration and development activities of the Company and for general working capital, provided that the gross proceeds from the sale of Subscription Receipts exchangeable to acquire FT Shares will be used for exploration expenditures which will constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and will be renounced for the 2007 taxation year.

VMS Ventures Inc. is focused primarily on acquiring, exploring and developing copper-zinc properties in the Flin Flon-Snow Lake VMS Belt. The Company also holds the largest land package considered prospective for nickel-copper mineralization at Lynn Lake, which is to date Canada's third largest nickel producing camp. The Company's project portfolio consists of the Snow Lake VMS project, the Lynn Lake Gabbros nickel-copper project, the Nickel Belt project, the South Bay nickel-copper-cobalt PGE property, and the Eden Lake Carbonatite Complex, Specialty Metals property. All VMS Ventures Inc. properties are located in the mining friendly province of Manitoba, Canada.

ON BEHALF OF THE BOARD OF DIRECTORS

Rick Mark, CEO & Chairman

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release.

Contact Information

  • VMS Ventures Inc.
    Keith Patey
    Director of Communications
    (604) 986-2020 or Toll Free: 1-866-816-0118
    (604) 986-2021 (FAX)
    Website: www.vmsventures.com
    or
    Coal Harbor Communications
    Dale Paruk
    (604) 662-4505 or Toll Free: 1-877-642-6200