Yoho Resources Inc.
TSX VENTURE : YO

Yoho Resources Inc.

December 12, 2011 08:30 ET

Yoho Resources Inc. Announces Bought Deal Financing and Concurrent Private Placements of Flow-Through Shares

CALGARY, ALBERTA--(Marketwire - Dec. 12, 2011) -

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Yoho Resources Inc. ("Yoho" or the "Company") (TSX VENTURE:YO) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by FirstEnergy Capital Corp. and including Acumen Capital Finance Partners Limited, Haywood Securities Inc., Paradigm Capital Inc., Peters & Co. Limited and CIBC World Markets Inc. (collectively, the "Underwriters") pursuant to which the Underwriters have agreed to purchase on a bought deal basis for resale, 4,545,500 common shares of the Company (the "Common Shares") at an issue price of $3.30 per Common Share for aggregate gross proceeds of $15,000,150 (the "Prospectus Offering"). Yoho has also granted the Underwriters an option, (the "Over-Allotment Option") exercisable in whole or in part, for a period commencing on the closing of the Offering and ending 30 days following the closing date, to purchase up to an additional 681,825 Common Shares to cover over-allotments, if any, and for market stabilization purposes, at a price of $3.30 per Common Share for additional aggregate gross proceeds of up to $2,250,022.50. If the Over-Allotment Option is fully exercised, gross proceeds from the Prospectus Offering will be $17,250,172.50.

The Prospectus Offering will be completed by way of short form prospectus in certain provinces of Canada and on a private placement basis in the United States pursuant to exemptions from the registration requirements of the U.S. Securities Act of 1933, as amended. The Prospectus Offering is subject to customary conditions including receipt of applicable regulatory approvals and is expected to close on or about January 4, 2012.

Yoho is also pleased to announce that concurrent with the Prospectus Offering, it intends to proceed with a brokered private placement with each of the above named Underwriters, acting as agents on behalf of Yoho, to sell on a "best efforts" basis, up to 500,000 Common Shares issued on a "flow-through" basis pursuant to the provisions of the Income Tax Act (Canada) (the "Flow-Through Shares") at an issue price of $4.00 per Flow-Through Share for aggregate gross proceeds of up to $2,000,000 (the "Brokered Private Placement"). Additionally, Yoho intends to proceed with a non-brokered private placement of up to an additional 500,000 Flow-Through Shares at an issue price of $4.00 per Flow-Through Share for additional gross proceeds of up to $2,000,000 (the "Non-Brokered Private Placement" and together with the Brokered Private Placement, the "Private Placements").

The Private Placements are subject to customary conditions including receipt of applicable regulatory approvals and are expected to close on or about December 30, 2011.

Proceeds of the Prospectus Offering and the Private Placements will be used to initially reduce Yoho's existing bank indebtedness and to accelerate Yoho's exploration and development program, with the gross proceeds from the sale of the Flow-Through Shares used to fund ongoing exploration activities eligible for Canadian exploration expenses which will be renounced in favour of the subscribers of the Flow-Through Shares effective on or before December 31, 2011.

Yoho is a Calgary based junior oil and natural gas company with operations focusing in the northwest Peace River Arch of Alberta and northeast British Columbia. The Common Shares are listed on the TSX Venture Exchange under the symbol "YO".

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities in any jurisdiction. The common shares of Yoho will not be and 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, or to a U.S. person, absent registration or applicable exemption therefrom.

ADVISORY: This press release contains certain forward-looking information and statements within the meaning of applicable securities laws. The use of any of the words "expect", "anticipate", "continue", "estimate", "may", "will", "project", "should", "believe", "plans", "intends" and similar expressions are intended to identify forward-looking information or statements. In particular, but without limiting the forgoing, this press release contains statements concerning the anticipated closing date of the Prospectus Offering and Private Placements, matters related to the Over-Allotment Option, including the aggregate gross proceeds to the Company on full exercise thereof and the anticipated use of the net proceeds of the Prospectus Offering and Private Placements. Although Yoho believes that the expectations reflected in these forward looking statements are reasonable, undue reliance should not be placed on them because Yoho can give no assurance that they will prove to be correct. Since forward looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. The closing of the Prospectus Offering and Private Placements could be delayed if Yoho is not able to obtain the necessary regulatory and stock exchange approvals on the timelines it has planned. The Prospectus Offering and Private Placements will not be completed at all if these approvals are not obtained or some other condition to the closing is not satisfied. Accordingly, there is a risk that the Prospectus Offering and Private Placements will not be completed within the anticipated time or at all. The intended use of the net proceeds of the Prospectus Offering and Private Placements by Yoho might change if the board of directors of Yoho determines that it would be in the best interests of Yoho to deploy the proceeds for some other purpose. The forward looking statements contained in this press release are made as of the date hereof and Yoho undertakes no obligations to update publicly or revise any forward looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.

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

  • Yoho Resources Inc.
    Wendy S. Woolsey
    Vice President, Finance and CFO
    (403) 537-1771
    www.yohoresources.ca