Maya Gold & Silver Inc.

Maya Gold & Silver Inc.

April 05, 2012 15:17 ET

Maya Gold & Silver Extends Financing for an Amount of CAD 1.26 Million and Provides an Update on Activities in Morocco

MONTREAL, QUÉBEC--(Marketwire - April 5, 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 fourteen units (the "Units") at a price of CAD 70,000 per Unit, for total gross proceeds of CAD 980,000. 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 August 6, 2012.

Each Warrant entitles the holder thereof to purchase one Common Share of the Corporation at an exercise price of CAD 0.70 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 of the Corporation is equal to or greater than CAD 1.00 for any 20 consecutive trading days. In that event, the holder 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 holder during the 30-day period between the notice and the accelerated expiry date of the Warrants.

A director of the Corporation has subscribed for three (3) units, representing 21.4% of Units issued pursuant to the Private Placement (the "Insider Participation"). The Insider Participation is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on that neither the fair market value of such Insider Participation nor the consideration paid by such insider exceeded 25% of the Corporation's market capitalization.

The Corporation is also pleased to announce that it has completed a financing of non-convertible debentures (the "Debentures") in the principal amount of CAD 280,000 (the "Debenture Financing"). The Debentures will mature on December 31, 2013.

The Private Placement is subject to regulatory approvals, including final approval by the TSX Venture Exchange.

In connection with the Private Placement, finders' fees totaling CAD 24,600 were paid by Maya to arm's length parties.

The net proceeds of the Private Placement and the Debenture Financing is being used to secure the acquisition of the Zgounder Silver Mine, for rehabilitation works at the Zgounder Silver Mine, to complete final payment with regards to the acquisition of the Azegour Mo-W-Cu Mine and for general working capital. At present, all cash payments in relation with the 2011 acquisitions are up to date and no other cash payments are due in 2012.

Zgounder Silver Mine

Further to its press release dated September 15, 2011, the Corporation is also pleased to announce the approval by the Ministère de l'Énergie et des Mines of Morocco of the joint-venture agreement (the "Agreement") entered into by l'Office National des Hydrocarbures et des Mines ("ONHYM") and the Corporation relating to the acquisition by the Corporation of an 85% interest in the Zgounder Silver Mine and facilities located in the Taroudant province, Morocco.

Stock Option Plan

The Corporation announces that the Board of Directors has approved, subject to regulatory approval, an increase in the number of Common Shares reserved for issuance under the Corporation's fixed number stock option plan (the "Plan") from 4,000,000 to 7,000,000. The number of Common Shares reserved under the Plan represents 10.33% of the total number of Common Shares currently issued and outstanding.

The Corporation further announces, that the Board of Directors granted a total of 1,560,000 options to purchase Common Shares to officers, directors, employees and consultants. All options have an exercise price of CAD 0.35 per Common Share and an exercise period of five years.


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".

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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