New Dimension Resources Ltd.

New Dimension Resources Ltd.

February 16, 2012 19:13 ET

New Dimension Announces Flow-Through Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 16, 2012) -


New Dimension Resources Ltd. (TSX VENTURE:NDR) (the "Company" or "New Dimension") announces that it intends to complete a non-brokered private placement of up to 15,000,000 flow-through units (the "Units") at a price of $0.10 per Unit, for aggregate gross proceeds of up to $1,500,000.

Each Unit shall be comprised of one flow-through common share and one-half of one non-flow-through common share purchase warrant. Each full warrant will entitle the holder to acquire one non-flow-through common share of New Dimension at a price of $0.20 for a period of 12 months immediately following the closing date (the "Warrants"). If over a period of 10 consecutive trading days between the date that is four months following the date of issue of the Warrants and the expiry of the Warrant, the closing price of the common shares on the TSX Venture Exchange or on such other stock exchange on which the common shares are listed exceeds $0.45, the Company may accelerate the expiry date of the Warrants by giving notice to the holders thereof and, in such case, the Warrants will expire on the 30th day after the date on which such notice is given by the Company unless exercised by the holders prior to such date.

New Dimension will pay a finders' fee equal to 7% of the gross proceeds from the sale of Units in respect of purchasers introduced to the Company by the Finder. The finders' fee shall be paid, at the election of the Company, in cash or by the issuance of common shares equal in value to 7% of the Units sold under the offering.

The Company intends to use the proceeds from the financing of the flow-through shares to incur Canadian Exploration Expenses ("CEE") within the meaning of the Income Tax Act (Canada) ("ITA") on its Canadian mineral properties. The Company will use its best efforts to ensure that such CEE qualifies as "flow-through mining expenditures" for the purpose of the ITA. The Company intends to renounce CEE in favour of the purchasers of the Units as of December 31, 2012.

The Units will be offered and sold by way of private placement exemptions in all provinces and jurisdictions of Canada, other than Quebec.

These securities have not been and will not be registered under the United States Securities Act of 1933, as amended and may not be offered or sold in the United States or to U.S. persons (as defined in Regulation S under the U.S. Securities Act) absent registration or an applicable exemption from registration requirements.

This private placement offering is subject to, among other things, receipt by New Dimension of all necessary regulatory approvals, including the approval of the TSX Venture Exchange, and a hold period of four months for all issued securities.



Fred G. Hewett, P.Eng., President & CEO

This news release may contain forward looking statements which are not historical facts, such as statements of belief of similarity of geological characteristics or features, statements of unverified drilling and sampling results and expectations of receipt of permits and plans for future work. Forward looking statements involve a number of risks and uncertainties that could cause actual results to differ materially from those projected. These risks and uncertainties include, but are not limited to, unexpected geological factors, exploration results, results of verification work and unanticipated regulatory obstacles. See New Dimension's filings for a more detailed discussion of factors that may impact expected results.

This news release does not constitute an offer to sell or solicitation of an offer to sell any securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

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 news release.

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