Guide Exploration Ltd.
TSX : GO

November 04, 2011 07:55 ET

Guide Exploration Ltd. Announces $20 Million Flow-Through Financings

CALGARY, ALBERTA--(Marketwire - Nov. 4, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.

Guide Exploration Ltd. (TSX:GO) ("Guide" or the "Corporation") is pleased to announce that it has entered into an agreement with a syndicate of underwriters co-led by National Bank Financial Inc. and Cormark Securities Inc. and including FirstEnergy Capital Corp., Peters & Co. Limited and Scotia Capital Inc (collectively, the "Underwriters") to issue, on a bought deal basis, 4,226,000 common shares on a Canadian Exploration Expense ("CEE") flow through basis ("CEE Flow Through Common Shares") at a price of $3.55 per CEE Flow Through Common Share for aggregate gross proceeds of $15,002,300 (the "Brokered Offering"). In addition, the Underwriters have been granted an over-allotment option (the "Over-Allotment Option") to purchase a further 633,000 CEE Flow Through Common Shares at a price of $3.55 per CEE Flow Through Common Share for additional gross proceeds of $2,247,150. The CEE Flow Through Common Shares will be offered in all provinces in Canada except Quebec by way of a short form prospectus.

Guide has also entered into an agreement to issue, on a non-brokered, private placement basis, 1,515,152 common shares on a Canadian Development Expense ("CDE") flow through basis ("CDE Flow Through Common Shares") at a price of $3.30 per CDE Flow Through Common Share for aggregate gross proceeds of $5,000,002 (the "Non-Brokered Offering" and together with the Brokered Offering, the "Offerings").

Closing of the Non-Brokered Offering is expected to occur on November 18, 2011 and closing of the Brokered Offering is expected to occur on November 24, 2011 and, in each case, is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange.

The combined proceeds of the Offerings is $20,002,302 prior to the exercise of the Over-Allotment Option. Proceeds of the Offerings will be used to incur eligible CEE and CDE expenses, as applicable, on the Corporation's properties. These qualifying expenditures will be renounced in favour of subscribers for the 2011 tax year.

The securities offered 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 applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ADVISORY: This press release contains forward looking statements. More particularly, this press release contains statements concerning the anticipated closing dates of the Offerings and the anticipated use of the net proceeds of the Offerings and the renunciation of certain expenses to subscribers under the Offerings. Although Guide believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Guide can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Offerings could be delayed if Guide is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Offering will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the offering will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Offerings by Guide might change if the board of directors of Guide determines that it would be in the best interests of Guide to deploy the proceeds for some other purpose, such as an acquisition. The forward looking statements contained in this press release are made as of the date hereof and Guide undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

Contact Information

  • Guide Exploration Ltd.
    William E. Andrew
    Executive Chairman
    (403) 261-6012

    Guide Exploration Ltd.
    Dale A. Miller
    President
    (403) 261-6012

    Guide Exploration Ltd.
    Shivon Crabtree
    Vice President and Chief Financial Officer
    (403) 261-6012
    www.guidex.ca