North American Tungsten Corporation Ltd.
TSX VENTURE : NTC

North American Tungsten Corporation Ltd.

March 31, 2011 09:36 ET

North American Tungsten Corporation Ltd. Closes Public Offering for Gross Proceeds of $11.5 Million Including Exercise in Full of Underwriters' Over Allotment Option

VANCOUVER, BRITISH COLUMBIA--(Marketwire - March 31, 2011) -

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

North American Tungsten Corporation Ltd. (the "Company") (TSX VENTURE:NTC) is pleased to announce it has completed a bought deal offering of 23,000,000 units (the "Units") of the Company which includes the exercise in full of the over-allotment option for 3,000,000 additional Units, for aggregate gross proceeds of $11,500,000 (the "Offering"). The Units were sold at a price of $0.50 per Unit.

Each Unit consists of one common share in the capital of the Company (a "Common Share") and one‐half of one Common Share purchase warrant (each whole Common Share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one Common Share at a price of $0.75 for a period of two years following the Closing Date.

The Units were sold pursuant to an underwriting agreement (the "Underwriting Agreement") with a syndicate of underwriters led by Fraser Mackenzie Limited and including Stifel Nicolaus Canada Inc., Octagon Capital Corporation and Scotia Capital Inc. (collectively, the "Underwriters"). 

Pursuant to the Underwriting Agreement, the Company paid the Underwriters a cash fee (the "Broker's Cash Payment") equal to 7% of the gross proceeds of the Offering with the exception of Units sold to any insiders of the Corporation (the "Insiders") for which the Underwriters received a cash commission of 1% of the gross proceeds from such sales. The Corporation has also issued to the Underwriters, broker warrants (the "Broker Warrants") equal in number to 7% of the aggregate number of Units sold pursuant to the Offering with the exception of any Units sold to Insiders for which the Underwriters received Broker Warrants equal in number to 1% of the aggregate number of Units sold to such Insiders. Each Broker Warrant will be exercisable for one unit of the Corporation (a "Broker Unit") at a price of $0.75 for a period of two years following the closing of the Offering. The Broker Units shall be issued on the same terms as the Units.

The Company plans to use the net proceeds from the offering to advance the Cantung and Mactung projects and to reduce the Company's working capital deficiency.

This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The Common Shares and Warrants comprising the Units have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.

FORWARD‐LOOKING INFORMATION

Certain of the statements made and information contained herein, including the use of proceeds, is "forward-looking information" within the meaning of applicable Canadian securities legislation or "forward‐looking statements" within the meaning of the Securities Exchange Act of 1934 of the United States. Generally, these forward‐looking statements or information can be identified by the use of forward‐looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward‐looking statements are subject to a variety of risks and uncertainties which could cause actual events or results to differ from those reflected in the forward‐looking statements, including, without limitation, risks and uncertainties relating to foreign currency fluctuations; risks inherent in mining including environmental hazards, industrial accidents, unusual or unexpected geological formations, ground control problems and flooding; risks associated with the estimation of mineral resources and reserves and the geology, grade and continuity of mineral deposits; the possibility that future exploration, development or mining results will not be consistent with the Company's expectations; the potential for and effects of labour disputes or other unanticipated difficulties with or shortages of labour or interruptions in production; actual ore mined varying from estimates of grade, tonnage, dilution and metallurgical and other characteristics; the inherent uncertainty of production and cost estimates and the potential for unexpected costs and expenses, commodity price fluctuations; uncertain political and economic environments; changes in laws or policies, foreign taxation, delays or the inability to obtain necessary governmental permits; and other risks and uncertainties, including those described under risk factors in the Company's short form prospectus relating to the Offering, current Annual Information Form and management discussion and analysis. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forward‐looking statements. The forward‐looking information contained herein is presently for the purpose of assisting investors in understanding the Company's plans and objectives and may not be appropriate for other purposes. Accordingly, readers are advised not to place undue reliance on forward‐looking statements.

ON BEHALF OF THE BOARD OF DIRECTORS

Stephen M. Leahy, Chairman & CEO

Cautionary Note: The Company relies upon litigation protection for "forward‐looking" statements.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term as defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

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