Darwin Resources Corp.

TSX VENTURE : DAR
PINKSHEETS : DARWF
FRANKFURT : DWU


Darwin Resources Corp.

December 02, 2013 08:45 ET

Darwin Announces First Tranche Non-Brokered Private Placement Closing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Dec. 2, 2013) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.

Darwin Resources Corp. ("Darwin" or the "Company") (TSX VENTURE:DAR)(PINKSHEETS:DARWF)(FRANKFURT:DWU) announces that further to the Company's news release of October 30, 2013, the Company has closed the first tranche (the "First Tranche") of its non-brokered private placement financing. Under the First Tranche, the Company issued 7,566,417 units for gross proceeds of $605,313.36. Each unit consists of one common share of Darwin and one-half of one non-transferable common share purchase warrant. Each whole warrant is exercisable to acquire one additional common share of Darwin at $0.14 per common share for a period of two years from closing.

Sentient Global Resources Fund IV, L.P. (the "Sentient Fund IV"), part of a group of funds which is an insider of Darwin (the "Sentient Funds"), has purchased 3,800,000 units for gross proceeds of $304,000 under the First Tranche closing. The Sentient Funds now hold approximately 29.98% of the issued and outstanding common shares of Darwin on a non-diluted basis. Assuming the full exercise of warrants issued to the Sentient Fund under the First Tranche closing, the Sentient Funds will hold approximately 33.72% on a partially diluted basis.

Dr. Graham Carman, President, Chief Executive Officer and a director of the Company, also participated in the private placement by purchasing 243,750 units for gross proceeds of $19,500 under the First Tranche closing.

The net proceeds of the private placement will be used to advance exploration work at the Company's Suriloma project and for general working capital purposes.

The securities issued under the private placement are subject to a four-month hold period.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Darwin Resources Corp (TSX VENTURE:DAR)(PINKSHEETS:DARWF) (FRANKFURT:DWU):

Darwin is a resource acquisition and development company. The Company has an option to acquire 100% of the Suriloma epithermal gold - silver property in the Department of La Libertad in Peru.

On behalf of the Board,

Dr Graham Carman, President & CEO

Neither the TSX Venture Exchange, its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange), nor the Frankfurt Stock Exchange accepts responsibility for the adequacy or accuracy of this news release.

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