Volta Resources Inc.
TSX : VTR

Volta Resources Inc.

July 14, 2011 15:36 ET

Volta Resources Announces $40 Million Underwritten Private Placement of Special Warrants

TORONTO, ONTARIO--(Marketwire - July 14, 2011) -

Not for distribution to United States newswire services or for dissemination in the United States

Volta Resources Inc. (TSX:VTR) ("Volta" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. and including Scotia Capital Inc., Wellington West Capital Markets Inc., Jennings Capital Inc. and M Partners Inc. (the "Underwriters"), which have agreed to purchase, on a bought deal basis, 21,053,000 special warrants (the "Special Warrants") of Volta at a purchase price of $1.90 per Special Warrant (the "Offering Price"), for aggregate gross proceeds in the amount of approximately $40 million (the "Offering").

Each Special Warrant shall be issued under a special warrant indenture and shall entitle the holder thereof to receive, without payment of additional consideration, one common share (each a "Common Share") of the Company. The Special Warrants shall be deemed exercised on behalf of, and without any required action on the part of, the holders (including payment of additional consideration) at the earlier of (i) the date a final receipt is obtained for the filing of a (final) short form prospectus qualifying for distribution the Common Shares underlying the Special Warrants (the "Qualification Date"), and (ii) 4:59 p.m. (Toronto time) on the date which is four months and a day following the closing date of the Offering. If the Qualification Date has not occurred on or before August 23, 2011, each Special Warrant shall thereafter entitle the holder to receive upon exercise, for no additional consideration, 1.1 Common Shares.

In addition, the Company has granted the Underwriters an option to purchase up to an additional 3,157,950 Special Warrants (representing 15% of the base Offering) at the Offering Price exercisable, in whole or in part, until closing for additional gross proceeds in the amount of up to approximately $6 million.

The Offering is scheduled to close on or about August 4, 2011 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and the securities regulatory authorities.

The net proceeds of the Offering will be used for exploration and development activities on the Company's portfolio of gold properties in West Africa and for general corporate purposes and working capital.

These securities offered have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.

About Volta Resources Inc.

Volta is a mineral exploration company primarily focused on becoming a leader in the identification, acquisition and exploration of gold properties in West Africa. The Company is currently fast-tracking its flagship Kiaka Gold Project, located in Burkina Faso, towards a development decision.

For further information, please refer to our website www.voltaresources.com.

Forward Looking Information Caution:

This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the intention of the company to file a prospectus to qualify the common shares underlying the special warrants, the intended use of proceeds from the special warrant offering, the future price of gold and other minerals and metals, the estimation of mineral resources, the capital expenditures, costs and timing of the resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Volta to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks related to international operations, actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the management of Volta believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Volta Resources does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.

Contact Information

  • Volta Resources Inc.
    Kevin Bullock, P.Eng.
    President & CEO
    (647) 388-1842
    (416) 867-2298 (FAX)
    kbullock@voltaresources.com

    Volta Resources Inc.
    Andreas Curkovic
    Investor Relations
    416-577-9927