|By Marketwired .||
|March 28, 2014 07:20 AM EDT||
VANCOUVER, BRITISH COLUMBIA -- (Marketwired) -- 03/28/14 -- Southern Arc Minerals (TSX VENTURE:SA)(OTCQX:SOACF) ("Southern Arc") today announced that the Company has agreed to purchase additional shares and warrants in Eagle Hill Exploration Corporation ("Eagle Hill") (TSX VENTURE:EAG)(OTCQX:EHECF). Eagle Hill is a Canadian mineral exploration company focused on the exploration and development of the high-grade Windfall Lake Gold Deposit, located between Val-d'Or and Chibougamau in Quebec. As part of Eagle Hill's recently announced non-brokered private placement of $3.5 million (the "Offering"), Southern Arc has agreed to purchase approximately 3.6 million units directly from Eagle Hill, and a further 7.5 million units in a structured transaction involving the issuance of flow-through units to investors, their donation to charity and subsequent resale by charities to Southern Arc. Southern Arc has agreed to pay $0.07 per unit, for a total investment of $776,315.72. Each unit consists of one common share (a "Share") of Eagle Hill and one share purchase warrant (a "Warrant") of Eagle Hill. Each Warrant entitles Southern Arc to acquire one Share at a price of $0.10 for a period of two years following closing of the Offering.
In August 2013, Southern Arc invested $7,324,050 to acquire 97,654,000 shares of Eagle Hill and 48,827,000 warrants of Eagle Hill exercisable at a price of $0.10 until August 14, 2017. Flowing closing of the current Offering, which is subject to TSX Venture Exchange acceptance, it is anticipated that Southern Arc will hold 108,744,226 Eagle Hill shares, representing 23.9% of Eagle Hill's issued and outstanding shares. It is anticipated that Southern Arc will also hold 59,917,226 Eagle Hill warrants with an average exercise price of $0.10 which, if all Eagle Hill options and warrants are exercised, would represent a 27.6% interest in Eagle Hill on a fully diluted basis. Dundee Corporation ("Dundee") (TSX:DC.A) is also participating in the Offering and has agreed to purchase approximately 10.7 million units. Upon closing of the Offering, it is anticipated that Dundee will own 28.9% of Eagle Hill on an undiluted basis, and 28.3% on a fully diluted basis.
"This further investment underscores Southern Arc's belief that the Windfall Lake Gold Project continues to be one of the highest-quality resource-stage gold projects in the world in one of the best mining jurisdictions," said John Proust, Chairman and Chief Executive Officer of Southern Arc. "Southern Arc's investment in August 2013 allowed Windfall Lake to be significantly advanced in 2013, upgrading and expanding the mineral resource and confirming continuity of mineralization both along strike and at depth. We look forward to working with Dundee Corporation to continue to advance the project in 2014, bringing additional value to Southern Arc shareholders through this investment."
On behalf of the Board of Southern Arc Minerals Inc.
John Proust, Chairman & Chief Executive Officer
About Southern Arc
Southern Arc Minerals Inc. is a Canadian mineral exploration company focused on gold and copper-gold exploration. The Company is advancing two properties in Indonesia: West Lombok, a resource-stage property with several gold-rich copper porphyry and epithermal gold vein prospects, and East Elang, a grassroots exploration property that will be advanced in partnership with Vale International SA. Southern Arc also owns 25% of Eagle Hill Exploration, which owns the high-grade Windfall Lake Gold Project in Quebec, Canada. More information is available at www.southernarcminerals.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-looking Statements
This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "has agreed", "will", "is subject", "look forward", and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This document contains forward-looking statements and assumptions pertaining to the ability of Eagle Hill to close the Offering; the granting of regulatory approval; and the timing of receipt of regulatory approvals. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors, including uncertainty related to market conditions that prevent Eagle Hill from closing the Offering on acceptable terms or at all; and global financial market events that cause significant volatility. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in the document are expressly qualified by this cautionary statement. These statements speak only as of the date of this document and the Company does not undertake to update any forward-looking statements that are contained in this document, except in accordance with applicable securities laws.