Everton Resources Inc.

TSX VENTURE : EVR
FRANKFURT : ERV


Everton Resources Inc.

March 07, 2014 09:00 ET

Everton Completes $1.38 Million Private Placement

OTTAWA, ONTARIO--(Marketwired - March 7, 2014) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES EWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Everton Resources Inc. ("Everton" or the "Company") (TSX VENTURE:EVR)(FRANKFURT:ERV) is pleased to announce that it has closed a private placement of (i) 5,000,000 "flow-through" common shares at an issue price of $0.20 per share, and (ii) 379 units at an issue price of $1,000 per unit, for aggregate gross proceeds to Everton of $1,379,000. Each unit consisted of 5,000 common shares at an issue price of $0.20 per share and 5,000 common share purchase warrants, each warrant entitling the holder thereof to acquire one additional common share of Everton at a price of $0.35 per share for a period of 24 months.

Everton will use the proceeds raised from the issuance of the "flow-through" common shares to incur Canadian Exploration Expenses on the Company's properties located in the Province of Quebec. The proceeds from the issuance of the units will be used for the advancement of the Company's properties in the Dominican Republic and for working capital.

In connection with the private placement of the units only, the Company paid a cash finder's fee equal to 7% of the gross proceeds raised pursuant to the private placement of the units and issued non-transferable finder's warrants equal to 8% of the number of common shares issued under the private placement of the units. Each finder's warrant will entitle the holder to purchase one unit of the Company at a price of $0.20 per unit for a period of 24 months following the closing of the private placement. The units issued upon the exercise, if any, of the finder's warrants shall consist of one common share of the Company and one common share purchase warrant entitling the holder thereof to acquire one additional common share of Everton at a price of $0.35 per share for a period of 24 months. PowerOne Capital Markets Limited received $23,030 and 131,600 finder's warrants and Euro Pacific Canada Inc. received $3,500 and 20,000 finder's warrants in connection with the private placement of the units.

Pursuant to the National Instrument 45-102 Resale of Securities, all of the securities issued pursuant to the private placement are subject to a four-month "hold period".

Mr. André Audet, the President and CEO of Everton, participated in the private placement by purchasing 120 units, which constitutes a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction with Mr. Audet did not exceed 25% of the Company's market capitalization.

Mr. Audet's subscription was unanimously approved by all of the directors of the Company, and the Company has determined to close the private placement of the units within 21 days of the announcement of the private placement as it requires the proceeds from the private placement of the units as soon as possible in order to continue exploration work on the Company's Dominican Republic-based properties and for working capital. No new insiders of the Company were created, nor has there been any change of control as a result of the private placement.

In addition, and as previously-announced on October 25, 2013, Everton is actively pursuing the completion of the acquisition of an Ontario-based private company which holds an option on six mining concessions in the Dominican Republic. The Company expects to close the acquisition shortly.

About Everton Resources Inc.

Everton is actively exploring in the Dominican Republic adjacent to the Pueblo Viejo Mine, owned by the world's two largest gold mining companies, Barrick Gold Corporation (60%) in partnership with Goldcorp Inc. (40%) ("Goldcorp"). Everton also holds an interest in the Opinaca region of James Bay, Quebec where the Company has partnered with Hecla Mining Company (formerly Aurizon Mines Ltd.) which is advancing Everton's interest by funding 100% of all exploration work on one of the largest land packages adjacent to Goldcorp's Eleonore gold deposit.

For further information on Everton Resources Inc., please visit www.evertonresources.com.

This news release contains certain forward-looking statements that involve risks and uncertainties, such as statements of Everton's plans, objectives, strategies, expectations and intentions. The words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions, as they relate to Everton, or its management, are intended to identify such forward-looking statements. Many factors could cause Everton's actual results, performance or achievements to be materially different any future results, performance or achievements that may be expressed or implied by such forward-looking statements. The forward-looking statements included in this press release represent Everton's views as of the date of the release. While Everton anticipates that subsequent events and developments may cause its views to change, it specifically disclaims any obligation to update these forward-looking statements, except in accordance with applicable securities laws. Accordingly, readers are advised not to place undue reliance on forward-looking information. All subsequent written and oral forward-looking statements attributable to Everton or persons acting on its behalf are expressly qualified in their entirety by this notice.

Neither 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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