SL Resources Inc.

July 13, 2007 16:21 ET

SL Resources Inc.: Press Release

TORONTO, ONTARIO--(Marketwire - July 13, 2007) - SL Resources Inc. announces that it has completed the sale of 2,000,000 common shares at $0.10 per share for gross proceeds of $200,000 pursuant to the final prospectus of SL Resources Inc. dated May 22, 2007. Of the shares sold, 1,300,000 common shares were sold on a flow-through basis at $0.10 per share for gross proceeds of $130,000. The common shares of SL Resources do not trade on any stock exchange or market quotation system.

Northern Securities Inc. acted as the agent on this financing and received a cash commission of $20,000 representing 10% of the gross proceeds of the financing, a work fee of $5,000 and a non-assignable agent's warrant to acquire 200,000 common shares at a price of $0.10 per share until 5:00 p.m. (Toronto time) on the date that is 24 months following the date of listing the common shares on a recognized stock exchange. As a result of the financing, SL Resources now has 3,000,000 shares issued and outstanding.

A portion of the offering was sold to a director of SL Resources, Howard Thaw. Mr. Thaw acquired a total of 320,000 shares at $0.10 per share for a total purchase price of $32,000. For the purposes of National Instrument 62-103 early warning reporting, the address of Howard Thaw is 4466 Highway 34, Green Valley, Ontario K0C 1L0. Mr. Thaw did not exercise control or direction over any securities of SL Resources prior to the offering. As a result of the offering, Mr. Thaw owns 320,000 shares representing approximately 10.7% of the 3,000,000 issued and outstanding common shares. There are no shares or other securities of SL Resources subject to issuance other than the agent's warrants described above. Mr. Thaw has acquired the common shares of SL Resources for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of SL Resources.

A portion of the offering was sold to a director of SL Resources, Dennis H. Peterson. Mr. Peterson acquired a total of 400,000 shares at $0.10 per share for a total purchase price of $40,000. For the purposes of National Instrument 62-103 early warning reporting, the address of Dennis H. Peterson is Suite 2500, 120 Adelaide Street West, Toronto, Ontario, M5H 1T1. Mr. Peterson did not exercise control or direction over any securities of SL Resources prior to the offering. As a result of the offering, Mr. Peterson owns 400,000 shares representing approximately 13.3% of the 3,000,000 issued and outstanding common shares. There are no shares or other securities of SL Resources subject to issuance other than the agent's warrants described above. Mr. Peterson has acquired the common shares of SL Resources for investment purposes, and has no current intention to increase the beneficial ownership of, or control or direction over, securities of SL Resources.

This portion of the private placement sold to Dennis H. Peterson was a related party transaction under Ontario Securities Commission Rule 61-501 - Insider Bids, Issuer Bids, Business Combinations and Related Party Transactions (the "OSC Rule") as Mr. Peterson is a director of SL Resources. The private placement was approved by all of the non-interested directors of the Corporation, Robert L. Gordon and David A.S. Palmer. Dennis H. Peterson abstained from approval of this matter. The private placement completed by Dennis H. Peterson was exempt from the related party valuation and minority securityholder approval requirements of the OSC Rule on the basis that no securities of the Corporation are listed or quoted on any specified markets, such markets specified by the OSC Rule to be the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States.

SL Resources has commenced its exploration program on The Leonard Township Project near Timmins, Ontario, as described in its prospectus dated May 22, 2007, which is filed on www.sedar.com. Further announcements will be made when results are available.

WARNING: No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.

Contact Information

  • EM Resources Inc.
    Dennis H. Peterson
    (416) 777-6772
    (416) 352-5693 (FAX)
    Email: dhp@petelaw.com