Silver Bear Resources Inc.
TSX : SBR

Silver Bear Resources Inc.

October 07, 2013 08:50 ET

Silver Bear Announces Private Placement Financing of Up to CAD $4.25 Million

TORONTO, ONTARIO--(Marketwired - Oct. 7, 2013) -

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

Silver Bear Resources Inc. ("Silver Bear" or the "Company") (TSX:SBR) is pleased to announce that it intends to complete a private placement financing of up to 32,692,307 units ("Units") at a price of $0.13 per Unit for gross proceeds in the amount of up to $4,250,000 (the "Offering"). Each Unit shall consist of one common share of the Company (a "Common Share") and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to acquire a Common Share at the exercise price of $0.245 per share for a period of up to 24 months following the closing of the Offering.

The Company intends to use the gross proceeds of the Offering to finance its exploration program and Feasibility Study for the Mangazeisky Silver Project, to repay debt and supplement general working capital.

Pursuant to Sections 607(g)(i) and (ii) of the TSX Company Manual,, it is anticipated that the company will require shareholder approval in relation to the Offering, in the event that:

  1. The Company receives subscriptions for more than 7,768,743 Units (which is equivalent to 25% of its current market capitalization on a partially-diluted basis); or
  2. The Company receives subscriptions for more than 1,191,232 Units from insiders (which would result in the aggregate number of shares issuable to insiders being greater than 10% of the non-diluted number of shares outstanding prior to closing the first private placement to insiders during the last 6 months), or,
  3. Any one shareholder should acquire more than 20% of the number of common shares of the Company on the date of closing. It is expected that Aterra Investments Limited ("Aterra") will become a control person of the Company following the Offering (ie. have greater than 20% of the number of common shares).

It is sought and anticipated that in this financing, points 1 through 3 will transact.

Accordingly, it is contemplated that the company will receive subscriptions for more than 7,768,743 Units (point 1 above) or for more than 1,191,232 Units to insiders (point 2 above), hence, it is anticipated that the Offering will be required to close in two tranches: (i) with a first tranche of 7,768,743 Units (with no more than 1,191,232 Units to insiders) being issued at closing; and (ii) a second tranche of Units for those subscriptions in excess of 7,768,743 Units (and in excess of 1,191,232 Units to insiders), to close upon the necessary regulatory and security holder approvals being obtained.

Moreover, in the event, Aterra will go over 20% as a result of its participation in the second tranche of the financing (point 3 above), the Company will also seek security holder approval in relation to Aterra becoming a control person of the Company.

The Common Shares, the Warrants, and the shares issuable upon the exercise of the Warrants, are subject to statutory resale restrictions for a period of four months and one day following closing of the Offering. Closing of the first tranche of the Offering is expected to occur on or about October 10, 2013 with the second tranche of the Offering expected to occur before December 31, 2013, subject to receipt of regulatory approval, including approval of the TSX and shareholder approval, as applicable with respect to any portion in excess of 25% of the current issued and outstanding shares of the Company on a non-diluted basis and with respect to Aterra becoming a control person of the Company.

Silver Bear Resources Inc.

The primary business of the Company is the evaluation, acquisition, exploration and development of silver properties in the Russian Federation. The Company's principal focus is the Mangazeisky exploration lease and the Vertikalny Deposit, over which Silver Bear has exclusive exploration/mining rights. It is located approximately 400 kilometres north of Yakutsk in the Republic of Sakha, Yakutia in the Russian Federation.

Silver Bear Resources Inc. is listed on the Toronto Stock Exchange and its common shares trade under the ticker symbol "SBR". Silver Bear has 62,149,949 issued and outstanding common shares. Other information relating to Silver Bear is available on SEDAR at www.sedar.com as well as on the Company's website at www.silverbearresources.com.

Mark Trevisiol P.Eng, President and CEO of Silver Bear and a qualified person under National Instrument 43 -101 and has reviewed and approved the content of this press release.

Cautionary Notes

This release and subsequent oral statements made by and on behalf of the Company may contain forward-looking statements, which reflect management's expectations. Wherever possible, words such as "intends", "expects", "scheduled", "estimates", "anticipates", "believes" and similar expressions or statements that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved, have been used to identify these forward-looking statements. Although the forward-looking statements contained in this release reflect management's current beliefs based upon information currently available to management and based upon what management believes to be reasonable assumptions, Silver Bear cannot be certain that actual results will be consistent with these forward-looking statements. A number of factors could cause events and achievements to differ materially from the results expressed or implied in the forward-looking statements. Such risks factors include but are not limited to risks factors identified by Silver Bear in its continuous disclosure filings filed from time to time on SEDAR. These factors should be considered carefully and prospective investors should not place undue reliance on the forward-looking statements. Forward-looking statements necessarily involve significant known and unknown risks, assumptions and uncertainties that may cause Silver Bear's actual results, events, prospects and opportunities to differ materially from those expressed or implied by such forward-looking statements. Although Silver Bear has attempted to identify important risks and factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors and risks that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, prospective investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date of this release, and Silver Bear assumes no obligation to update or revise them to reflect new events or circumstances, unless otherwise required by law.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the 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 "1933 Act"), or any state securities laws and may not be offered or sold within the United States or to, or for the account or benefit of U.S. persons (as defined in Regulation S under the 1933 Act) absent such registration or an applicable exemption from such registration requirements.

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