MacDonald Mines Exploration Ltd.

TSX VENTURE : BMK


MacDonald Mines Exploration Ltd.

November 08, 2012 08:00 ET

MacDonald Mines Announces Brokered Private Placement

TORONTO, ONTARIO--(Marketwire - Nov. 8, 2012) -

NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES

MacDonald Mines Exploration Ltd. (the "Company") (TSX VENTURE:BMK) announced today it has engaged Marquest Asset Management Inc. ("the Lead Agent") to lead a syndicate of sub-agents which includes Secutor Capital Management to conduct a brokered offering of securities of the Company (the "Offering") to raise gross proceeds of up to $2,700,000 through the sale of flow-through units (the "FT Units") at a price of $0.075 per FT Unit and through the sale of non flow-through units (the "Units") at a price of $0.065 per Unit, to be offered on a private placement basis pursuant to exemptions from the prospectus requirement.

Each FT Unit will consist of one (1) flow-through common share of the Company and one-half (1/2) of one common share purchase warrant (the "FT Warrants"). Each full FT Warrant entitles its holder to purchase one non-flow through common share at a price of $0.15 per share for a period of eighteen (18) months from the date of issue.

Each Unit will consist of one (1) common share of the Company and one-half (1/2) of one common share purchase warrant (the "Unit Warrants"). Each full Unit Warrant entitles its holder to purchase one non-flow through common share at a price of $0.15 per share for a period of eighteen (18) months from the date of issue.

In connection with the Offering, the Company will pay to the Lead Agent a fee equal to 6.5% of the gross proceeds of the Offering and issue non-transferable compensation options ("Compensation Options") to the Lead Agent equal to 6.5% of the total number of FT Units and Units sold in the Offering. Each Compensation Option is exercisable to acquire one common share at the price of $0.065 per share for a period of eighteen months from the date of issue. It is expected that insiders of the Company will be subscribing for securities in the Offering, on the same terms as arm's length investors.

All securities to be issued in connection with the Offering are subject to a hold period of four months and one day from the date of issuance. Closing of the Offering is conditional on the receipt of all required regulatory approvals, including the approval of the TSX Venture Exchange.

Proceeds of the sale of FT Units will be used to incur "Canadian Exploration Expenses" within the meaning of the Income Tax Act (Canada) primarily on its Butler Property in the James Bay Lowland region of Ontario. The net proceeds of the sale of Units will be used to fund exploration programs on its Canadian properties and for general corporate expenses. The next exploration program consisting of 3,000 meters of drilling is currently scheduled for late 2012 or early 2013. Completion of the program as currently scheduled is dependent on weather conditions, the availability of funds and other risks set out in the Company's Management Discussion & Analysis available under the Company's profile on www.SEDAR.com.

About MacDonald Mines Exploration Ltd.

MacDonald Mines is a mineral exploration company with an established exploration history in the Canadian Northlands. MacDonald Mines has set upon a strategic direction of exploration with particular focus on nickel, chrome, copper, zinc, vanadium and titanium in the "Ring of Fire" area of the James Bay Lowlands of Northern Ontario. More detailed information about the Company is available on the website: www.macdonaldmines.com.

Cautionary Statement: The foregoing information contains forward-looking statements relating to the future performance and plans of MacDonald Mines Exploration Inc. Forward-looking statements, specifically those concerning future performance and plans, are subject to certain risks and uncertainties, and actual results may differ materially from MacDonald Mines plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to time in the filings made by MacDonald Mines with the TSX Venture Exchange and securities regulators, which can be found at www.SEDAR.com. Other than as required by law, MacDonald Mines does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. We seek safe harbour.

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. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

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