Eurotin Inc.

July 04, 2011 16:08 ET

Eurotin Inc. Announces Private Placement

TORONTO, ONTARIO--(Marketwire - July 4, 2011) -


Eurotin Inc. (TSX VENTURE:TIN) ("Eurotin" or the "Company"), is pleased to announce that the Company has entered into an agreement with GMP Securities L.P. ("GMP") to complete a private placement financing (the "Offering") of up to 15,625,000 special warrants of the Company (the "Special Warrants") at an issue price of C$0.80 per Special Warrant for gross proceeds of up to C$12,500,000.

The Company intends to use the net proceeds from the Offering to accelerate development of the Oropesa tin project and for general working capital purposes.

Subject to the penalty provision discussed below, each Special Warrant will be exercisable into one common share in the capital of the Company (a "Common Share") and one half of one Common Share purchase warrant (each whole Common Share purchase warrant a "Warrant") by the holders thereof at any time after the closing date for no additional consideration. Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") for a period of 2 years following the closing of the Offering at an exercise price of C$1.20 per Warrant Share.

All unexercised Special Warrants will be deemed to be exercised at 4:00 pm (Toronto time) on the earlier of: (a) the date that is four months and one day following the closing date; and (b) the third business day after the date a receipt is issued for a final prospectus (the "Final Prospectus") by the securities regulatory authorities where the Special Warrants are sold qualifying the Common Shares and Warrants issuable upon exercise of the Special Warrants.

The Company shall use its best efforts to obtain such receipt for the Final Prospectus within 60 days of the closing date. If the Company does not obtain such receipt within 60 days after the closing date, the holders of the Special Warrants will be entitled to receive 1.1 Common Shares (in lieu of 1 Common Share) and 0.55 of a Warrant (in lieu of 0.5 of a Warrant) upon the exercise or deemed exercise of the Special Warrants. The Company will continue to use its best efforts to obtain a receipt for the Final Prospectus prior to the date that is four months and one day following the closing date.

The Offering will be made on a best efforts basis by a syndicate of investment dealers led by GMP and including, Clarus Securities Inc., Dundee Securities Ltd, Canaccord Genuity Corp. and Raymond James Ltd. PowerOne Capital Markets Limited is acting as financial advisor to the Company in connection with the Offering.

Closing of the Offering is anticipated to occur on or about July 26, 2011 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Special Warrants and the Common Shares and Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

Forward looking statements

This press release includes certain forward-looking statements within the meaning of Canadian securities laws that are based on the expectations of the Company as of the date of this press release. There can be no assurance that such statements will prove accurate, and actual developments are likely to differ, in some case materially, from those expressed or implied by the forward-looking statements contained in this press release.

Forward-looking statements contained in this press release are based on a number of assumptions that may prove to be incorrect, including, but not limited to, the terms of the Offering, the planned use of the proceeds, the receipt of all regulatory approvals, general market conditions, general economic conditions, the timing of the closing of the Offering and changes in the laws, rules and regulations applicable to the Company. In addition to being subject to a number of assumptions, forward-looking statements in this press release involve known and unknown risks, uncertainties and other factors that may cause actual developments to be materially different from those expressed or implied by such forward-looking statements. The Company has no intention, nor obligation, to update the forward-looking statements contained in this press release. Readers of this press release are cautioned not to place undue reliance on any such forward-looking statements.

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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