Carrington Acquisition Corp.

September 28, 2009 17:34 ET

Carrington Announces Financing for Qualifying Transaction

LONDON, ONTARIO--(Marketwire - Sept. 28, 2009) - Carrington Acquisition Corp. of London, Ontario (NEX:CAQ.H) ("Carrington") and Mr. George Lunick, President and CEO of Carrington, are pleased to announce that Carrington has signed an engagement letter with Haywood Securities Inc. ("Haywood") to complete the required financing relating to its Qualifying Transaction with Dolly Silver Corporation ("Dolly Silver"), a junior Canadian silver mining and exploration company.

Carrington and Dolly Silver agreed to consummate the Qualifying Transaction by way of an amalgamation of Carrington and Dolly Silver pursuant to the laws of the Province of British Columbia and shareholders approved this process at the special meeting held on July 6, 2009. Among other conditions for final approval by the TSX Venture Exchange (the "Exchange"), Carrington must complete a concurrent financing for minimum gross proceeds of $3,800,000.

Pursuant to the Haywood engagement letter, the concurrent financing will be for $4,000,000 at a price of $0.20 per unit, each unit being made up of one common share and one common share purchase warrant ("Unit(s)"). Each common share purchase warrant will entitle the holder to acquire one common share of the Resulting Issuer at an exercise price of $0.25 per share, for a period of 24 months from the date of issuance. Carrington will pay Haywood a commission of 7% of the gross proceeds of the concurrent financing in cash or Units, at Haywood's discretion. Haywood will also be paid a corporate finance fee of $50,000 plus GST to be satisfied through the issuance of Units, and Carrington will grant Haywood an option to acquire up to that number of additional Units equal to 10% of the total number of Units issued on the concurrent financing. It is expected that a portion of this financing will be done by way of private placement and a portion by way of public offering by Short Form Offering Document (as defined in Exchange Policy 4.6). Details of the portion by way of Short Form Offering Document will be announced later in accordance with Policy 4.6.

The terms of this financing are different than the terms disclosed in the Carrington information circular for the special shareholder meeting held on July 6, 2009, in that the deemed price of the Units is now $0.20 and not $0.40 as previously contemplated. Based on the last closing trading price for Carrington of $0.10 per share and assuming the approved one-for-two consolidation of common shares, the $0.20 is at the market price under Exchange policies. Management of Carrington felt that this was a fair price for the financing also given that the last financing in Dolly Silver was priced at $0.20 and that current economic conditions have made it more difficult to obtain financing.

On completion of this financing, the Resulting Issuer will have a total of 49,625,500 common shares issued and outstanding, assuming issuance of Units in consideration for the 7% commission. This is approximately 9,163,000 (or 22.6%) more shares than would have been issued and outstanding if the previously contemplated maximum concurrent financing could have been completed. The total number of pro forma fully diluted issued and outstanding shares is expected to be 76,340,500, again, assuming payment of the commission by way of Units. This is approximately 23,825,500 (or 45.4%) more shares than would have made up the pro forma fully diluted issued and outstanding shares if the previously contemplated maximum concurrent financing could have been completed. Carrington shareholders will represent approximately 5.3% of the total issued and outstanding shares of the Resulting Issuer on completion of the Qualifying Transaction. All of these numbers include the 4,000,000 common shares to be issued to Dolly Varden Resources Inc. ("Dolly Varden") under the Earn-In Agreement between Dolly Silver and Dolly Varden.

The proceeds of this concurrent financing will be used in the exploration work programs on both the properties owned by Dolly Silver and properties which are subject to the Earn-In Agreement with Dolly Varden Resources, as well as working capital.

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance. There can be no assurance that the transaction will be completed as proposed or at all. Trading in the securities of a capital pool company should be considered highly speculative.

Forward-Looking Statements

Certain statements contained in this news release constitute forward looking statements. The use of any of the words "anticipate", "continue", "estimate", "approximate", "expect", "may", "will", "project", "should", "believe", "subject to" and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements are based on reasonable assumption but no assurance can be given that these expectations will prove to be correct and the forward-looking statements included in this news release should not be unduly relied upon.

Neither 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

  • Carrington Acquisition Corp.
    George Lunick
    President and CEO
    (519) 679-1300