Manson Creek Resources Ltd.
TSX VENTURE : MCK

Manson Creek Resources Ltd.

March 26, 2014 09:00 ET

Manson Creek Resources Ltd. Announces Roll-Back and Non-Brokered Financing

CALGARY, ALBERTA--(Marketwired - March 26, 2014) -

NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

Manson Creek Resources Ltd. (TSX VENTURE:MCK) ("Manson") announces that it intends to consolidate its issued and outstanding common shares on the basis of 5 preconsolidated shares for one postconsolidated share. Management believes that the Consolidation is necessary in order to provide the Company with a share capital structure that will better attract additional equity financing and new equity investment in the Company.

As of the date hereof Manson has 81,361,652 common shares issued and outstanding. After giving effect to the proposed Consolidation, the Company will have approximately 16,272,330 common shares issued and outstanding. No fractional post-Consolidated shares will be issued and all fractional shares resulting from the Consolidation will be rounded down to the nearest whole number and no cash consideration will be paid in respect of fraction shares. The outstanding 470,000 Stock Options and 4,800,000 Warrants will also be adjusted by the consolidation ratio and the respective exercise prices of outstanding stock options and warrants will be adjusted accordingly.

Manson Creek does not plan to change its corporate name in conjunction with the Consolidation and the Consolidation remains subject to the approval of the TSX Venture Exchange.

The Company also announces a non-brokered private placement of up to 8,125,000 million units of the Company. This financing is concurrent with the current 5:1 rollback. The unit pricing is based on Post Roll Back shares. The private placement will consist of a combination of Common Units ("Common Units") at a price of $0.08 per Common Unit and Flow Through Units ("Flow Through Units") at a price of $0.10 per Flow Through Unit. Each Common Unit will consist of one common share and one common share purchase warrant. Each whole common share purchase warrant (a "Warrant") will entitle the holder to purchase one additional common share at a price of $0.12 per share for a period of two years following closing. Each Flow Through Unit will consist of one Flow Through common share and one half of a common share purchase warrant with each whole common share purchase warrant entitling the holder to purchase one additional common share at a price of $0.12 per share for a period of two years following closing.

The Common Units and Flow Through Units are to be offered on a non-brokered basis by way of private placement to accredited investors and any securities issued will be subject to a hold period of four months plus one day from the date of closing. A finder's fee of 5% will be paid to eligible agents upon closing. This financing is subject to TSX Venture Exchange approval.

On Behalf of the Board of Directors,

Jean-Pierre Jutras, President/Director

The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release.

Except for the historical and present factual information contained herein, the matters set forth in this news release, including words such as "expects", "projects", "plans", "anticipates" and similar expressions, are forward-looking information that represents management of Manson Creek's internal projections, expectations or beliefs concerning, among other things, future operating results and various components thereof or the economic performance of Manson Creek. The projections, estimates and beliefs contained in such forward-looking statements necessarily involve known and unknown risks and uncertainties, which may cause Manson Creek's actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, those described in Manson Creek's filings with the Canadian securities authorities. Accordingly, holders of Manson Creek shares and potential investors are cautioned that events or circumstances could cause results to differ materially from those predicted. Manson Creek disclaims any responsibility to update these forward-looking statements.

Contact Information

  • Manson Creek Resources Ltd.
    Jean-Pierre Jutras
    1.403.233.0464
    www.manson.ca