Polaris Minerals Announces $25 Million Bought Deal Financing
December 16, 2008
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Polaris Minerals Corp. (the "Company") announces that it has entered into an agreement with a syndicate of underwriters, led by GMP Securities L.P. and including CIBC World Markets Inc., Desjardins Securities Inc., Macquarie Capital Markets Canada Ltd., TD Securities Inc. and Scotia Capital Inc. (collectively, the "Underwriters"), which have agreed to purchase, on a bought deal basis, 15,625,000 units (the "Units") of the Company at a price of $1.60 per Unit, for aggregate gross proceeds of approximately $25 million (the "Offering"). Each Unit will consist of one common share (a "Common Share") of the Company and one half of a common share purchase warrant (each full warrant a "Warrant") with each Warrant entitling the holder thereof to purchase an additional Common Share of the Company at the exercise price of $2.25 per Common Share for a period of two years following the closing of the Offering. In addition, the Company has granted the underwriters an over-allotment option to purchase up to that number of additional Common Shares and half-Warrants equal to 15% of the Units sold pursuant to the Offering, exercisable at any time up to 30 days from the closing of the Offering. In the event that the option is exercised in its entirety, the aggregate gross proceeds of the offering will be approximately $28.75 million.
The Company plans to use the net proceeds from the offering to repay the bridge loan financing and for general corporate purposes.
The Units will be offered by way of a short form prospectus to be filed in all of the provinces of Canada, including Quebec, pursuant to National Instrument 44-101 Short Form Prospectus Distributions and in the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended.
The offering is scheduled to close on or about January 8, 2009 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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
Herb Wilson, C.O.O. and President and CEO elect of Polaris said: "The estimated net proceeds of this financing are $23 million, of which $20 million will be used to immediately repay in full the Company's outstanding bridge loan. This repayment will eliminate an interest expense which would have totaled approximately $1.9 million in 2009. The remaining funds will be added to the Companies' treasury, increasing the cash position to approximately $13 million. We anticipate our increasing the treasury further early in 2009 by approximately $3 million with the return of the funds invested in the construction of our recently launched berthing tugboat, and additionally expect to be able to realize on the Asset Backed Commercial Paper we hold during the year". He added: "With this step we have strengthened our balance sheet and are well positioned to continue with our business plan which will benefit from the anticipated growth in infrastructure spending which has been promulgated. We expect to generate positive cash flow from operations going forwards, and we do not have plans for significant capital expenditures before 2011."
About Polaris Minerals Corporation
Polaris Minerals Corporation is exclusively focused on the development of quarries and the production of construction aggregates on Vancouver Island, British Columbia, for marine transport to urban markets on the west coast of North America to meet growing local supply deficits. In 2007, Polaris began shipping sand and gravel from the Orca Quarry to San Francisco Bay, Vancouver, and Hawaii.
For more information, please contact:
Herb Wilson, CEO Designate
Mike Westerlund, Director, Corporate Development
Polaris Minerals Corporation.
Cautionary Note Regarding Forward-Looking Statements
This press release contains "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws. These statements and information appear in this document and include estimates, forecasts, information and statements as to management's expectations with respect to, among other things the future financial or operating performance of the Company, costs and timing of the development of the construction aggregate quarry, the timing and amount of estimated future production, costs of production, capital and operating expenditures, requirements for additional capital, government regulation of quarrying operations, environmental risks, reclamation expenses, and title disputes. Often, but not always, forward-looking statements and information can be identified by the use of words such as "may", "will", "should", "plans", "expects", "intends", "anticipates", "believes", "budget", and "scheduled" or the negative thereof or variations thereon or similar terminology. Forward-looking statements and information are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant business, economic and competitive uncertainties and contingencies. Readers are cautioned that any such forward-looking statements and information are not guarantees and there can be no assurance that such statements and information will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company's expectations are disclosed under the heading "Risks and Uncertainties" in the Company's Annual Report and under the heading "Risk Factors" in the Company's Annual Information Form (AIF) in respect of its financial year-ended December 31, 2007, both of which are filed with Canadian regulators on SEDAR ( www.sedar.com ). The Company expressly disclaims any intention or obligation to update or revise any forward-looking statements and information whether as a result of new information, future events or otherwise. All written and oral forward-looking statements and information attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.