Maya Gold & Silver Inc.

Maya Gold & Silver Inc.

June 14, 2012 10:31 ET

Maya Gold & Silver Announces the Closing of $2,030,000 Private Placement and $580,000 Debenture Financing as an Extension of the Previous Financing and Warrant Re-Pricing

MONTREAL, QUÉBEC--(Marketwire - June 14, 2012) - Maya Gold & Silver Inc. ("Maya" or the "Corporation") (TSX VENTURE:MYA) announces the closing of a non-brokered private placement (the "Private Placement"). Under the terms of the Private Placement, Maya issued 29 units (the "Units") at a price of $70,000 per Unit, for total gross proceeds of $2,030,000. Each Unit consisted of 300,000 common shares from the share capital of Maya (the "Common Shares") and 150,000 common share purchase warrants (the "Warrants"). The securities issued under the Private Placement are subject to a four-month and one day hold period, expiring October 15, 2012.

Each Warrant entitles the holder thereof to purchase one Common Share of the Corporation at an exercise price of $0.35 per Common Share at any time on or before 5:00 p.m. (Montréal time) on December 31, 2013. The Warrants will be subject to an accelerated expiry if, following the hold period of four months and one day from the closing date of the Private Placement, the weighted average trading price (as such term is defined in the TSX Venture Exchange Policies) of the Common Shares is equal to or greater than $0.50 for any 20 consecutive trading days. In that event, the holders will be given notice that the Warrants will expire within 30 days following the date of such notice. The Warrants may be exercised by the holders during the 30-day period between the notice and the accelerated expiry date of the Warrants.

The 29 Units were issued as part of an extension of previous financings of the Corporation completed between November 17, 2011 and April 5, 2012 and pursuant to which the Corporation issued a total of 60 units at a price of $70,000 per unit; each unit consisted of 300,000 Common Shares and 150,000 common share purchase warrants of the Corporation.

Concurrently with the closing of the Private Placement, the Corporation has applied to the TSX Venture Exchange to reduce the exercise price of all its common share purchase warrants currently issued and outstanding that have an exercise price of $0.70, being a total 15,985,978 common share purchase warrants (the "Amended Warrants"). The Amended Warrants were originally issued between Mars 4, 2011 and April 5, 2012 as part of non-brokered private placements of the securities of the Corporation. The Corporation is seeking the reduction of the exercise price of the Amended Warrants from $0.70 to $0.35, in line with the terms and conditions of the Warrants detailed above. With the exception of the Amended Warrants issued in March 2011 (please see below), the Corporation is also seeking to adjust the weighted average trading price of the Common Shares that triggers the accelerated expiry provisions of the Amended Warrants from $1.00 to $0.50, again in line with the terms and conditions of the Warrants detailed above.

Pursuant to the policies of the TSX Venture Exchange, the accelerated expiry provisions of the Amended Warrants issued in March 2011, being 6,985,978 Amended Warrants, would rather be amended to provide that the exercise period of such Amended Warrants will be reduced to 30 days if, for any 10 consecutive trading days during the unexpired term of such Amended Warrants, the closing price of the Corporation's common shares on the TSX Venture Exchange exceeds $0.467. The 30 day period will begin 7 calendar days after such 10 consecutive trading day period. The Corporation will give holders of such Amended Warrants prompt written notice of the commencement of the accelerated exercise period. These provision will replace the accelerated expiry provisions currently set out in such Amended Warrants.

The Private Placement and approval of the re-pricing of the Amended Warrants are subject to regulatory approvals, including final approval by the TSX Venture Exchange.

In connection with the Private Placement, finders' fees of up to 7% of the gross proceeds raised under certain subscriptions were paid by Maya to arm's length parties.

The Corporation is also pleased to announce that it has completed a financing of non-convertible debentures (the "Debentures") in the principal amount of $580,000 (the "Debenture Financing"). The Debentures will mature on December 31, 2013.

The net proceeds of the Private Placement and the Debenture Financing were used for the re-commissioning and further development of the Zgounder silver mine and the adjacent mineral deposit, in Morocco.


Maya Gold & Silver Inc. is a Canadian listed mining corporation focused on the exploration and development of gold and silver deposits in Morocco. The Corporation's shares trade on the TSX Venture Exchange under the symbol "MYA".

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Forward-looking statements

This release may contain forward-looking statements including management's assessments of future plans and operations, and expectations of future production. These statements are based on current expectations that involve a number of risks and uncertainties, which could cause actual results to differ materially from those anticipated. These risks include, but are not limited to, the risks associated with the mining and exploration industry (e.g. operational risks in development, exploration and production; delays or changes in plans with respect to exploration or development projects or capital expenditures; the uncertainty of reserve estimates; the uncertainty of estimates and projections relating to production and the uncertainty of the availability of capital). The assumptions used in the preparation of such statements, although considered reasonable at the time of preparation, may prove to be imprecise and, as such, undue reliance should not be placed on 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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