Republic Goldfields Inc.

December 20, 2010 18:19 ET

Republic Goldfields Inc.: Partial Revocation of Cease Trade Orders in Quebec and British Columbia

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2010) - Republic Goldfields Inc. (the "Corporation") announced today that the Autorité des Marchés Financiers (the "AMF") has granted a partial revocation of the cease trade order issued by the AMF on May 30, 2005, and the British Columbia Securities Commission (the "BCSC") has granted a partial revocation of the cease trade order issued by the BCSC on April 11, 2006 (together, the "Partial Revocation Orders").

The purpose of the Partial Revocation Orders is to permit the Corporation to effect a brokered or non-brokered private placement of its securities with accredited investors resident in the provinces of Ontario, Québec and/or British Columbia, and/or with qualified investors resident in certain European jurisdictions, to raise gross proceeds of up to $300,000 (the "Private Placement"). The proceeds from the Private Placement would be used to prepare and file continuous disclosure documents with the AMF, the BCSC and the Alberta Securities Commission (the "ASC") with a view to obtaining full revocations of the cease trade orders issued by the AMF, the BCSC and the ASC, to pay filing fees to AMF, the BCSC and the ASC, to pay outstanding fees to the Corporation's transfer agent and to fund the preparation of the application for the revocation of the cease trade orders of the AMF, the BCSC and the ASC.

Pursuant to the Private Placement offering, the Corporation is proposing to sell units ("Units") comprised of one (1) common share of the Corporation (a "Common Share") and one half (1/2) of a common share purchase warrant (a "Warrant"), for a subscription price of $0.10 per Unit. Each whole Warrant shall entitle the investor to purchase one additional Common Share on or before the date that is up to two (2) years from the date the Common Shares are listed for trading on a stock exchange in Canada, at an exercise price of $0.15 per Common Share. The Warrants may contain a feature enabling the Corporation to accelerate the expiry date for the Warrants upon notice to the Warrant holders. In addition, the Corporation may issue compensation units to finders or brokers in connection with the transaction, such units having the same characteristics as the Units.

Prior to completion of the Private Placement, each potential investor will:

(i)  receive a copy of the cease trade orders issued by the AMF, the BCSC and the ASC; 
   
(ii) receive copies of the Partial Revocation Orders; and  
   
(iii) receive written notice from the Corporation and acknowledge to the Corporation, that all of the Corporation's securities, including the securities issued in connection with the Private Placement, will remain subject to the cease trade orders of the AMF, the BCSC and the ASC until they are revoked, and that the granting of the Partial Revocation Orders does not guarantee the issuance of full revocation orders in the future.

The partial revocation order of the AMF will terminate on the earlier of the completion of the Private Placement and April 19, 2011.

This press release contains "forward-looking" information. All statements, other than statements of historical fact, that address activities, events or developments that the Corporation believes, expects or anticipates will or may occur in the future constitute forward-looking information. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward-looking information contained in this press release includes, but may not be limited to, the anticipated amount of gross proceeds to be raised under the Private Placement or the granting of full revocations of the cease trade orders issued by the AMF, the BCSC and the ASC.

Factors that could cause actual results to differ materially from those described in such forward-looking information include, but are not limited to: the Corporation's inability to attract investors, to complete its continuous disclosure filings or to satisfy the requirements of the AMF, the BCSC and/or the ASC with respect to obtaining full revocation orders and the Corporation's inability to complete the Private Placement prior to the termination of the Partial Revocation Orders, or at all.

Contact Information

  • Republic Goldfields Inc.
    Donald Empey
    President
    (416) 977-4653