THEMAC Resources Group Limited

February 05, 2010 19:41 ET

THEMAC Resources Group Limited: Private Placement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Feb. 5, 2010) - THEMAC Resources Group Limited (TSX VENTURE:MAC.H) ("the Company") announces that it has agreed to a non-brokered private placement to raise up to $460,000 with Marley Holdings Pty Ltd., a company controlled by Mr. Kevin Maloney, a director of the Company. The Company will issue up to 5,111,111 units at $0.09 per unit. Each unit will consist of one common share, and one share purchase warrant; each warrant will entitle the holder to purchase one common share of the Company at a price of $0.10 per share for a period of one year from the date of distribution. The proceeds of the private placement will be used for general working capital.

The Company is currently without financial resources, and the private placement is designed to improve the Company's financial position. The private placement will provide the Company with the funds necessary to continue operations and identify properties for acquisition, option or joint venture. The private placement will increase Mr. Maloney's direct and indirect holdings in the Company by 20.26%, to 70.47%, on a non-diluted basis, and to 79.01%, assuming exercise of the warrants.

The private placement is a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, which would require a formal valuation and minority shareholder approval for the private placement; however, the Company expects to rely on the exemption from such requirements based on the fact that the Company is in financial difficulty and the private placement is designed to improve the financial position of the Company. The private placement has been reviewed by the board of directors of the Company, including one director who is independent of the private placement, and has been approved by the board of directors. The Company expects to file a material change report, which will be filed less than 21 days before the expected date of the completion of the private placement because the Company will require the funds made available by the private placement to meet ongoing financial requirements before the expiry of the 21 day period.

This transaction is subject to the approval of NEX, and the units sold will have a hold period of four months from the time of distribution in compliance with TSX Venture Exchange policies and applicable securities law.

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 release.

Contact Information

  • THEMAC Resources Group Limited
    Mr. Salvador Miranda
    (604) 806-6110
    (604) 806-6112 (FAX)