Cedar Mountain Exploration Inc.
TSX VENTURE : CED

Cedar Mountain Exploration Inc.

July 09, 2010 08:30 ET

Cedar Mountain Closes Private Placement Offering, Reprices and Grants Options

EDMONTON, ALBERTA--(Marketwire - July 9, 2010) - 

NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Cedar Mountain Exploration Inc. (TSX VENTURE:CED), (the "Corporation") announced that it has sold on a non-brokered private placement basis 6,686,500 units of the Corporation ("Units") at a price of $0.15 per Unit for gross proceeds of $1,002,975. Each Unit consisted of one common share of the Corporation ("Common Share") and one non-transferable share purchase warrant ("Warrant") entitling the holder to acquire one additional Common Share at a price of $0.20 if exercised within 12 months of issuance and $0.30 if exercised after 12 months of issuance, provided that the Warrants will expire on the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the trading price of the Shares on the TSX Venture Exchange is at or greater than $0.40 per Common Share for 10 consecutive trading days; and (b) 24 months from the date of issuance.

The Units were sold to qualified purchasers in reliance upon exemptions from the prospectus and registration requirements of applicable securities legislation. Insiders of the Corporation purchased an aggregate of 466,668 Units.

In connection with the sale of 2,483,000 Units, the Corporation paid finder's fees to registered dealers by the issuance of: (a) an aggregate of 248,300 Common Shares at a deemed price of $0.15 per Common Share (in full satisfaction of the sum of $37,245, representing 10% of the gross proceeds realized from sales of such Units); and (b) non-transferable share purchase warrants ("Finder's Warrants") entitling such registered dealers to acquire in the aggregate, an additional 248,300 Common Shares (equivalent to 10% of such Units) on the same terms as the Warrants.

The Common Shares and Warrants comprising the Units, the Finder's Warrants and the Common Shares issuable upon exercise of the Warrants and Finder's Warrants are subject to a restricted period which expires on November 9, 2010.

Following closing of the Offering, the Board of Directors ("Board") granted stock options pursuant to the Corporation's stock option plan to officers, directors, employees and consultants of the Corporation to acquire an aggregate of 1,445,000 Common Shares, exercisable at a price of $0.15 per Common Share until July 8, 2015, of which stock options to acquire 1,150,000 Common Shares were granted to Directors and/or Officers of the Corporation. The Board also amended the exercise price of outstanding stock options held by non-Insiders of the Corporation to acquire an aggregate of 500,000 Common Shares to $0.15 per Common Share. Both the grant and amendment of stock options are subject to approval of the TSX Venture Exchange.

The Property

The Kelly Creek Property is located on the Seward Peninsula in Alaska's prolific Nome mining district. Kelly Creek is a drill-permitted early-stage gold exploration property comprising 32,640 acres (13,209 hectares). Historic results indicate the presence of a sediment-hosted gold deposit within a mining district that has historically recorded placer gold production of 5 million ounces.

The Company's disclosure of a technical or scientific nature in this press release has been reviewed and approved by David Clarke, P.Geol., Cedar's VP Exploration who serves as a Qualified Person under the definition of National Instrument 43-101. The Kelly Creek project represents an early stage property and does not contain any mineral resources as defined by National Instrument 43-101. 

Cedar is a member of the Discovery Group of Companies: www.discoveryexp.com

Information relating to the Corporation is available on its website at www.cedarmountainexp.com.

This release includes certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical facts, that address exploration drilling, exploitation activities and events or developments that the company expects are forward looking statements. Although the company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in the forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continuity of mineralization, uncertainties related to the ability to obtain necessary permits, licenses and title and delays due to third party opposition, changes in government policies regarding mining and natural resource exploration and exploitation, and continued availability of capital and financing, and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. For more information on the Company, investors should review the Company's continuous disclosure filings that are available at www.sedar.com.

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.

Contact Information