OroAndes Resource Corp.
TSX VENTURE : OAR

OroAndes Resource Corp.

November 17, 2011 15:37 ET

OroAndes Private Placement Oversubscribed

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 17, 2011) -

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES

OroAndes Resource Corp. (the "Company") (TSX VENTURE:OAR) is pleased to announce that, further to its news release of September 16, 2011, it has closed its non-brokered private placement amounting to 4,400,000 flow-through units (the "FT Units") of the Company at a price per FT Unit of $0.125 and 4,200,000 non-flow-through units (the "Non-FT Units") of the Company at a price per Non-FT Unit of $0.10 for aggregate proceeds of $970,000 (as opposed to 3,000,000 FT Units and 3,750,000 Non-FT Units for aggregate proceeds $750,000, as announced in the Company's September 16, 2011 news release). Each FT Unit will consist of one flow-through common share in the capital of the Company and one non-transferable share purchase warrant (a "Warrant") and each Non-FT Unit will consist of one non-flow-through common share in the capital of the Company and one Warrant. Each Warrant entitles the holder to purchase one common share of the Company at a price of $0.15 per share until November 17, 2013. Cash finder's fees in the aggregate amount of $22,000 were paid to persons who introduced the Company to investors.

Directors and officers of the Company participated in the private placement, having purchased an aggregate of 400,000 FT Units and 200,000 Non-FT Units, constituting related party transactions pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for exemptions from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for exemptions from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transactions did not exceed 25% of the Company's market capitalization.

Shares acquired by the placees are, and shares which may be acquired upon the exercise of the share purchase warrants will be, subject to a hold period until March 18, 2012, in accordance with applicable securities legislation. The proceeds of the private placement will be used by the Company to incur exploration expenditures on its Kilometre 26 Project located in the province of British Columbia and for general corporate purposes.

This news release contains certain statements that may be deemed "forward-looking statements. Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although OroAndes believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward looking statements. Forward looking statements are based on the beliefs, estimates and opinions of OroAndes' management on the date the statements are made. OroAndes Resource Corp. undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law.

THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES, AND DOES NOT CONSTITUTE AN OFFER OF THE SECURITIES DESCRIBED HEREIN. THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS REGISTERED OR EXEMPT THEREFROM.

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 news release.

Contact Information

  • OroAndes Resource Corp. - Head Office
    Sandy MacDougall
    President and Chief Executive Officer
    604-662-8186
    604-662-8170 (FAX)
    www.oroandes.com