Polaris Files Final Prospectus For Initial Public Offering
December 22, 2005
Not for distribution to U.S. news wire services or dissemination in the United States
Vancouver, British Columbia - Polaris Minerals Corporation (the "Company" or "Polaris") is pleased to announce that it has filed its final prospectus dated December 21, 2005, with the securities regulatory authorities in each of the provinces of Canada, except Quebec, in connection with its initial public offering of common shares (the "Offering"). The Toronto Stock Exchange ("TSX") has also conditionally approved the listing of the Company's common shares, and the stock symbol "PLS" has been reserved for use by the Company upon listing on the TSX.
In connection with the Offering, the Company has entered into an agency agreement dated December 21, 2005, with each of GMP Securities L.P., Canaccord Capital Corporation, Dundee Securities Corporation, Orion Securities Inc., TD Securities Inc., and Wellington West Capital Markets Inc. (collectively, the "Agents"), pursuant to which the Agents have agreed to offer, on a best efforts basis, up to 13,542,000 common shares of the Company at a price of $4.80 per share for total gross proceeds to the Company of up to $65,001,600. In addition, the Company has granted the Agents an option exercisable until closing of the Offering to purchase up to an additional 6,250,000 common shares at $4.80 per share for gross proceeds of up to $30,000,000, and an overallotment option exercisable within 30 days following closing of the Offering to purchase up to an additional 1,875,000 common shares at $4.80 per share for additional gross proceeds of up to $9,000,000.
The Offering is scheduled to close on or about January 10, 2006, and closing is conditional upon the net proceeds of the Offering, together with the amounts available to the Company under the Debt Financing described below, being sufficient to cover the expected costs of the development and construction of the Orca Sand & Gravel Quarry, located near Port McNeill on Vancouver Island, B.C., and the marine receiving terminal located in the Port of Richmond, San Francisco Bay, California.
A copy of the final prospectus relating to the Offering can be viewed on SEDAR (http://www.sedar.com).
The Company is also pleased to announce that it has entered into a credit agreement dated November 30, 2005 with Ingalls & Snyder Value Partners, L.P., as senior lender and administrative agent, Ingalls & Snyder, LLC, as collateral agent and a group of accredited investors arranged by Ingalls & Snyder, LLC, (collectively, the "Lenders"). Under the credit agreement, the Lenders have agreed to extend credit to the Company, subject to certain conditions, in the form of two term loans evidenced by a specified amount of secured notes issued to the Lenders, in an aggregated principal amount of up to US$47 million (the "Debt Financing").
Polaris is a British Columbia company headquartered in Vancouver, B.C. The Company is exclusively focused on the emerging trade of marine exports of construction aggregates from its coastal properties located on Vancouver Island, British Columbia, Canada, to the coastal urban markets on the west coast of North America, primarily in California.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
For further information, please contact:
Marco Romero, President and Chief Executive Officer
Polaris Minerals Corporation
Tel: (604) 915 5000, Ext.101