Dynamite Resources Ltd.

Dynamite Resources Ltd.

June 14, 2007 18:26 ET

Dynamite Resources Announces Closing of $45 Million Private Placement

TORONTO, ONTARIO--(Marketwire - June 14, 2007) -


DYNAMITE RESOURCES LTD. ("Dynamite" or the "Company") (TSX VENTURE:DNR) is pleased to announce that its subsidiary, Tau Finance Inc. ("Finco"), has closed its previously announced private placement financing (the "Offering") of subscription receipts (the "Subscription Receipts"). The total offering was for 56,250,000 Subscription Receipts at a price of $0.80 per Subscription Receipt for gross proceeds of $45 million. Dynamite intends to use the net proceeds from the Offering to acquire Tau Mining Limited (UK) ("Tau Mining"), exploration expenditures on the Company's and Tau Mining's properties and for general corporate purposes, as more particularly described in the press release of the Company on May 25, 2007.

The gross proceeds of the Offering, less the expenses of the Underwriters, will be held in escrow (the "Escrowed Proceeds") and will be released upon satisfaction of the following conditions (together, the "Escrow Release Conditions"):

(a) all steps required to effect the completion of the plan of arrangement among Dynamite, Finco and Tau Mining (other than the filing of articles of arrangement and the payment of any cash consideration under the plan of arrangement); and

(b) satisfaction of the Underwriters, acting reasonably as to (i) the public disclosure documents issued in connection with the plan of arrangement, and (ii) the technical reports of Dynamite and Tau Mining.

Upon satisfaction of the Escrow Release Conditions, each Subscription Receipt will be automatically converted into one unit (a "Unit"), each Unit being comprised of one common share in the capital of the Finco and one common share purchase warrant ("Warrant"). Each Warrant will be exercisable for one common share of Finco at a price of $1.00 per common share until two years following satisfaction of the Escrow Release Conditions (the "Expiry Date"). Upon completion of the plan of arrangement, the common shares and Warrants of Finco issuable upon exercise of the Subscription Receipts will be exchanged pursuant to the plan of arrangement into common shares and warrants of Dynamite and will not be subject to any statutory or exchange imposed trading restrictions. If the Escrow Release Conditions are not satisfied by August 31, 2007, the Escrowed Proceeds will be returned to the holders of the Subscription Receipts and the Subscription Receipts will be cancelled.

A syndicate of underwriters led by Orion Securities Inc. and including GMP Securities L.P and Cormark Securities Inc. (collectively, the "Underwriters") acted as Underwriters in respect of the Offering. In connection with the Offering, the Underwriters will receive a cash commission of 6% of the gross proceeds of the Offering, which amount will be paid to the Underwriters out of the Escrowed Proceeds upon release. The Underwriters were issued 3,375,000 compensation options (the "Compensation Options"), each Compensation Option entitling the Underwriters to acquire 3,375,000 Units at a price of $0.80 per Unit until the Expiry Date.

Cautionary Note Regarding Forward-looking Information

Except for statements of historical fact contained herein, the information in this press release constitutes "forward-looking information" within the meaning of Canadian securities law. Such forward-looking information may be identified by words such as "plans", "proposes", "estimates", "intends", "expects", "believes", "may", "will" and include without limitation, statements regarding the Company's plan of business operations; use of proceeds; availability of financing on acceptable terms; and projected costs and expenditures. There can be no assurance that such statements will prove to be accurate; actual results and future events could differ materially from such statements. In particular, past success or achievement does not guarantee future success. Factors that could cause actual results to differ materially include, among others, metal prices, competition, financing risks, acquisition risks, risks inherent in the mining industry, and regulatory risks. Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on forward-looking information. Except as otherwise required by applicable securities statutes or regulation, the Company expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to sell 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.


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