Selwyn Resources Ltd.
TSX VENTURE : SWN

Selwyn Resources Ltd.

August 22, 2011 08:30 ET

Selwyn Announces US$30 Million Bond Financing for ScoZinc Mine Restart

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 22, 2011) - Selwyn Resources Ltd. ("Selwyn") (TSX VENTURE:SWN) -

NOT FOR DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, HONG KONG OR JAPAN OR ANY OTHER JURISDICTION IN WHICH THE DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. OTHER RESTRICTIONS ARE APPLICABLE. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THE STOCK EXCHANGE NOTICE.

Selwyn today announced that it has entered into an agreement with First Securities AS of Oslo, Norway (the "Agent"), with the intention to raise a minimum of US$30,000,000 (the "Offering") from the sale of senior secured bonds (the "Bonds"). The expected use of proceeds will be for the purposes of restarting the ScoZinc Mine, a past producing zinc-lead mine located in Nova Scotia, which Selwyn recently acquired (see news release of June 1, 2011). The actual terms of the Bonds will not be determined until completion of the Offering and will be announced at that time. In May 2011, Selwyn closed a $12.8 million in equity financing related to the acquisition of the ScoZinc Mine.

The Bonds will be marketed towards professional investors who may lawfully participate in the Offering without any prospectus or similar being required pursuant to applicable securities law exemptions. No offering memorandum will be prepared or distributed in connection with the Offering.

It is expected that Selwyn will issue warrants to purchase common shares of Selwyn to the investors being allocated Bonds in the Offering.

Closing of the Offering will be subject to certain conditions precedent, including receipt of an amended industrial authorization for the expansion of the mine pit and relevant corporate resolutions.

About Selwyn Resources Ltd.

Selwyn's main focus remains the exploration and development of the Selwyn Project in the Yukon, by the joint venture comprised of Selwyn and Chihong Canada Mining Ltd. The Selwyn Project has the potential for large-scale production and to provide a secure supply of zinc and lead to meet the future needs of these markets in Asia and beyond. The revitalization of the ScoZinc Mine will provide Selwyn with a second opportunity for growth and provide additional cash flow for advancing the Selwyn Project.

Important Notice

The contents of this announcement have been prepared by and are the sole responsibility of Selwyn. The Agent is acting exclusively for Selwyn and no one else, and will not be responsible to anyone other than Selwyn for providing the protections afforded to their respective clients, or for advice in relation to the contemplated Offering, the contents of this announcement or any of the matters referred to herein.

The Offering and the distribution of this announcement and other information in connection with the Offering may be restricted by law in certain jurisdictions. Selwyn assumes no responsibility in the event there is a violation by any person of such restrictions. Persons into whose possession this announcement or such other information should come are required to inform themselves about and to observe any such restrictions. This announcement may not be used for, or in connection with, and does not constitute, any offer of securities for sale in the United States or in any other jurisdiction. The Offering will not be made in any jurisdiction or in any circumstances in which such offer or solicitation would be unlawful.

This announcement is not for distribution, directly or indirectly in or into any jurisdiction in which it is unlawful to make any offer or solicitation to any person or where prior registration or approval is required for that purpose. No steps have been taken or will be taken relating to the Offering in any jurisdiction outside of Norway and Canada in which such steps would be required. Neither the publication and/or delivery of this announcement shall under any circumstances imply that there has been no change in the affairs of Selwyn or that the information contained herein is correct as of any date subsequent to the earlier of the date hereof and any earlier specified date with respect to such information.

Securities may not be offered or sold in the United States absent registration or an exemption from registration. The securities offered in, or in connection with, the Offering have not been and will not be registered under the United States Securities Act of 1933, as amended (the "US Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and may not be offered or sold within the United States, except in transactions exempt from registration under the US Securities Act, or in any other jurisdiction in which it would not be permissible to offer or sell such offer shares. All offers and sales outside the United States will be made in reliance on Regulation S under the US Securities Act.

This document does not constitute an offering circular or prospectus in connection with an offering of securities of Selwyn. Investors must neither accept any offer for, nor acquire, any securities to which this document refers, unless they do so on the basis of the information contained in the offering documentation to be prepared by Selwyn. This document does not constitute an offer to sell or the solicitation of an offer to buy or subscribe for, any securities and cannot be relied on for any investment contract or decision.

Forward-Looking Statements

This press release contains forward-looking statements concerning the issue of the Bonds. These forward-looking statements are based on assumptions and judgments of management regarding the Bond issue that may prove to be inaccurate due to factors beyond Selwyn's control, including market conditions and the satisfaction of conditions to the closing of the acquisition and the Bond issue. Although we have attempted to identify important factors that could cause actual results to differ materially from those contained in the forward-looking statements, there may be other factors that cause results to differ from those anticipated or intended. There is no assurance that such information will prove to be accurate, as future events could differ materially from those anticipated. Accordingly, there is no assurance that the completion of the Bond issue will proceed as anticipated. Readers should not place undue reliance on forward-looking statements.

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 release.

Contact Information

  • Selwyn Resources Ltd.
    Dr. Harlan Meade
    President and CEO
    (604) 801-7240 or Toll-free: 1-888-989-9188

    Selwyn Resources Ltd.
    Catalin Chiloflischi
    Manager of Investor Communications
    (604) 801-7240 or Toll-free: 1-888-989-9188
    (604) 689-8355 (FAX)
    info@selwynresources.com
    www.selwynresources.com