Dunav Resources Ltd.

TSX VENTURE : DNV


Dunav Resources Ltd.

February 12, 2013 15:39 ET

Dunav Resources Announces $15 Million Private Placement

LONGUEUIL, QUEBEC--(Marketwire - Feb. 12, 2013) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Dunav Resources Ltd. (TSX VENTURE:DNV) (the "Company" or "Dunav") is pleased to announce that it has entered into an agreement with Dundee Securities Ltd., on behalf of a syndicate including Paradigm Capital Inc., Clarus Securities Inc. and Primary Capital Inc. (the "Agents") under which the Agents have agreed to offer for sale, on a best efforts private placement basis, 50,000,000 units (the "Units") at a price of $0.30 per Unit (the "Unit Price") for gross proceeds of up to $15,000,000 (the "Offering").

Each Unit will consist of one common share ("Share") of Dunav and one common share purchase warrant ("Warrant"). Each whole Warrant will entitle the holder thereof to acquire one Share at a price of $0.50 for a period of 36 months following the closing of the Offering.

In addition, the Company has granted the Agents an over-allotment option (the "Option") to sell up to an additional 15% of the Offering, exercisable at any time prior to 48 hours before the closing of the Offering.

The Company intends to use the net proceeds of the Offering for further exploration and development of its mineral projects in the Republic of Serbia and for general corporate purposes.

In connection with the Offering, the Agents will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Option). The Agents will also receive 6.0% compensation warrants, exercisable into one Unit at the Unit Price for a period of 24 months after the closing of the Offering (inclusive of the Option). On Units sold to certain existing shareholders and to persons on the president's list, the Agents will receive a reduced commission of 3.0% in cash and 3.0% in compensation warrants.

The closing date of the Offering is scheduled on or about March 6, 2013. All securities issued in connection with the Offering will be subject to a four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.

The securities being offered have not been, nor will they be registered under the United States Securities Act of 1933, as amended, or state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. federal and state registration or an applicable exemption from the U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

About Dunav Resources Ltd.: Dunav Resources is a mineral exploration company focused on the acquisition, exploration and development of mineral properties in Serbia. Additional information about the Company is available on SEDAR at www.sedar.com and at www.dunavresources.com.

Cautionary Statement

This press release contains 'forward-looking information' within the meaning of applicable Canadian securities legislation. Forward-looking information in this news release includes information with respect to the proposed private placement of its securities, including the amount of proceeds expected to be raised, the intended use of proceeds and the timing for closing. Forward-looking information is based on reasonable assumptions that have been made by Dunav as at the date of the information and is subject to known and unknown risks, uncertainties, and other factors that may cause actual results or events to differ materially from those anticipated in the forward-looking information.

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 press release.

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