Black Smoker Ventures Inc.

Black Smoker Ventures Inc.

December 05, 2011 13:05 ET

Black Smoker Closes Financing Oversubscribed

- Closes on $1,238,714 Non-Brokered Private Placement

- Fox Lake Drilling to Start Early 2012

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 5, 2011) - Black Smoker Ventures Inc. (CNSX:BSM) ("Black Smoker" or the "Company") is pleased to announce it has now closed its previously announced non-brokered private placement (news releases dated November 4, 2011 and October 26, 2011).

The private placement consisted of the issuance of 11,797,286 units (the "Units") at a price of $0.105 per Unit for gross proceeds of $1,238,714.90 (the "Offering"). Each Unit consists of one common share of the Company (a "Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant entitles the holder to acquire one common share of the Company at a price of $0.30 until December 2, 2013. If the volume weighted average trading price of the Company's common shares on the CNSX or other recognized stock exchange exceeds $0.50 for a period of 20 consecutive trading days, the Company may, within 5 days after such event, provide notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is 30 days after the date of such notice (the "Accelerated Expiry").

Carson Seabolt, President and Chief Executive officer states, "This oversubscribed funding represents excellent support for our Fox Lake VMS project and positions the company well for the planned drilling campaign in the first quarter of 2012."

In connection with the Offering, the Company paid certain finders a cash commission totaling $74,983.30 and issued to the finders 714,125 common share purchase warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the holder to purchase one common share of the Company at a price of $0.30 until December 2, 2013. The Finder's Warrants are subject to the Accelerated Expiry.

The securities issued under the Offering are subject to a hold period expiring on April 3, 2012.

The net proceeds from the Offering will be used by the Company for general working capital and to fund the Company's planned exploration and drilling activities on the Fox Lake Property.

About Black Smoker

Black Smoker is presently focused on the exploration of the Fox Lake Property in Manitoba, Canada. The Company will continue its core business while developing and assessing plans for the Fox Lake Property. A total of approximately 12 million tons grading 1.82% copper and 1.78% zinc was produced from the Fox Mine in the years 1970 to 1985. Black Smoker is utilizing modern deep penetrating geophysical techniques to target new discoveries at depth and in proximity to the historic mine site.

On behalf of the board of directors of:


Carson Seabolt, Chief Executive Officer

FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements, which address future events and conditions, which are subject to various risks and uncertainties. The Company's actual results and financial position could differ materially from those anticipated in such forward-looking statements as a result of numerous factors, some of which may be beyond the Company's control. These factors include: results of exploration activities and development of mineral properties, fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing, currency fluctuations, general market and industry conditions and other risks disclosed in the Company's filings with Canadian Securities Regulators.

Forward-looking statements are based on the expectations and opinions of the Company's management on the date the statements are made. The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on forward-looking statements. The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise unless required by applicable securities law.

The CNSX has neither approved nor disapproved the information contained herein.

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