Crazy Horse Resources Inc.

Crazy Horse Resources Inc.

September 13, 2010 17:19 ET

Crazy Horse Engages Agent for C$7,000,000 Equity Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Sept. 13, 2010) -


Crazy Horse Resources Inc. (TSX VENTURE:CZH) (the "Company") is pleased to announce it has engaged NCP Northland Capital Partners Inc. (the "Agent") to act as its agent to complete its previously announced C$7,000,000 private placement (the "Private Placement").

Under the terms of its engagement letter with the Agent, the Company has agreed, to complete a private placement of up to 9,333,334 subscription receipts (the "Subscription Receipts") at a price of C$0.75 per Subscription Receipt to raise gross proceeds of up to approximately C$7,000,000. Additionally, the Company has granted the Agent an option exercisable at any time up to 48 hours prior to the time set for the closing of the Private Placement, to increase the size of the Private Placement by an additional 2,000,000 Subscription Receipts to raise additional gross proceeds of up to C$1,500,000.

Each Subscription Receipt is automatically convertible, for no additional consideration, into a unit of the Company (a "Unit") upon satisfaction of certain conditions relating to the Company's completion of its previously announced acquisition of the Taysan Copper-Gold Porphyry Project in the Philippines (see news release dated August 24, 2010). 

Each Unit will consist of one common share and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each whole Warrant will entitle the holder to purchase one additional common share for a period of one year at a price of C$1.25 per common share, subject to the Company's right to accelerate the exercise of the Warrants if the closing market price of the common shares of the Company on the TSX Venture Exchange exceeds C$1.75 per common share for a period of 10 consecutive trading days between the date that is between 4 months and 1 day following the issuance of the Warrants and the expiry date of the Warrants.

The Agent will receive a cash commission of up to 7% of the gross proceeds raised under the Private Placement and compensation options entitling the Agent to purchase up to 7% of the number of Units issued on conversion of the Subscription Receipts sold under the Private Placement at a price of C$0.75 per Unit for a period of one year and not subject to acceleration.

In accordance with securities legislation, the Subscription Receipts issued under the Private Placement and the common shares and Warrants issued on conversion of the Subscription Receipts will be subject to a "hold period" of four months and one day from the date of issuance of the Subscription Receipts. 

The completion of the Private Placement is subject to the approval of the TSX Venture Exchange.

The net proceeds of the Private Placement will be used to complete the acquisition and to further develop the Taysan Copper-Gold Porphyry Project, and general working capital purposes.


Darren Devine, President and CEO

This press release includes "forward-looking statements" including forecasts, estimates, expectations and objectives for future operations that are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of Crazy Horse Resources Inc. Statements regarding future fund raising and completion of the Acquisition are subject to all of the risks and uncertainties normally incident with the raising of capital and completing corporate transactions including, but are not limited to, financing risks, inflation and costs of goods and services, property title issues and regulatory approvals. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Crazy Horse Resources Inc. does not assume the obligation to update any forward-looking statement, except as required by applicable law.

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.

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