Avalon Announces US$4million Registered Direct Offering
June 10 2014 - 9:51AM
Avalon Rare Metals Inc. (TSX:AVL) (NYSE MKT:AVL)
("Avalon" or the "Company") is pleased to announce that it has
entered into a definitive agreement with an institutional investor
pursuant to which the investor will purchase 9,237,875 units of the
Company at a price of US$0.433 per unit (the "Offering"). Each unit
will be comprised of a common share and 0.70 of a common share
purchase warrant. Each whole warrant is exercisable into a
common share of the Company at an exercise price of US$0.56 per
share commencing six months following issuance, and has a term of
exercise of six and a half years from the initial exercise date and
is subject to certain anti-dilution provisions. The Offering
is being made outside of Canada and no offer or sale is being made
in Canada or to a Canadian resident.
The gross proceeds of the Offering will be approximately
US$4,000,000. Net proceeds, after deducting the placement agent's
fee and other estimated offering expenses payable by Avalon, are
expected to be approximately US$3,560,000.
Avalon plans to use the net proceeds from the offering for
general corporate purposes, including funding ongoing operations
and/or capital requirements, and discretionary capital
programs.
H.C. Wainwright & Co., LLC acted as the exclusive placement
agent for the transaction, and will be paid a cash fee equal to 6%
of the aggregate gross proceeds from the sale of the Units and will
be issued 554,273 agent warrants. Each agent warrant is exercisable
into one common share of the Company at an exercise price of
US$0.56 per share commencing six months following issuance, and has
a term of two and a half years from the initial exercise date.
The offering is expected to close on or before June 17, 2014,
subject to customary closing conditions, including the conditional
approval of the Toronto Stock Exchange and the NYSE MKT.
The offering is being made pursuant to a Canadian base shelf
prospectus dated September 13, 2013 and a shelf registration
statement filed with the United States Securities and Exchange
Commission (the "SEC"), File No. 333-190771, which was declared
effective by the SEC on September 12, 2013. A prospectus
supplement relating to the Offering has been filed with the
applicable provinces and territories in Canada and is available on
SEDAR at www.sedar.com, and will be filed with the SEC and will be
available at the SEC's website www.sec.gov. The prospectus
supplement and related base shelf prospectus are also available
from H.C. Wainwright & Co. LLC by emailing
placements@hcwco.com.
These securities are not being offered for sale in
Canada. This press release shall not constitute an offer to
sell or solicitation of an offer to buy these securities, and these
securities may not be offered or sold in any jurisdiction in which
their offer or sale would be unlawful.
About Avalon Rare Metals Inc.
Avalon Rare Metals Inc. is a mineral development company focused
on rare metal deposits in Canada. Its 100%-owned Nechalacho
Deposit, Thor Lake, NWT is exceptional in its large size and
enrichment in the scarce 'heavy' rare earth elements, key to
enabling advances in clean technology and other growing high-tech
applications. With a positive feasibility study and environmental
assessment completed, the Nechalacho Project is a potential large
new source of heavy rare earths outside of China, currently the
source of most of the world's supply. Social responsibility and
environmental stewardship are corporate cornerstones.
For questions and feedback, please e-mail the Company at
ir@avalonraremetals.com, or phone Don Bubar, President & CEO at
416-364-4938.
This news release contains "forward-looking statements" within
the meaning of the United States Private Securities Litigation
Reform Act of 1995 and applicable Canadian securities legislation.
Forward-looking statements include, but are not limited to,
statements related to how the Company plans to use the net proceeds
from the Offering, the expectation that the Toronto Stock Exchange
and the NYSE MKT will issue their conditional approval for the
Offering and the expected closing date for the Offering. Generally,
these forward-looking statements can be identified by the use of
forward-looking terminology such as "potential", "scheduled",
"anticipates", "continues", "expects" or "does not expect", "is
expected", "scheduled", "targeted", "planned", or "believes", or
variations of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will be" or
"will not be" taken, reached or result, "will 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
Avalon to be materially different from those expressed or implied
by such forward-looking statements. Forward-looking statements are
based on assumptions management believes to be reasonable at the
time such statements are made. Although Avalon has 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. Factors that may cause
actual results to differ materially from expected results described
in forward-looking statements include, but are not limited to
market conditions, the risk that closing conditions may not be
satisfied or necessary approvals may not be obtained in a timely
manner or at all, and the need for continued cooperation and
performance of the parties to the transaction, as well as those
risk factors set out in the Company's current Annual Information
Form, Management's Discussion and Analysis and other disclosure
documents available under the Company's profile at www.SEDAR.com.
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. Such
forward-looking statements have been provided for the purpose of
assisting investors in understanding the Company's plans and
objectives and may not be appropriate for other purposes.
Accordingly, readers should not place undue reliance on
forward-looking statements. Avalon does not undertake to update any
forward-looking statements that are contained herein, except in
accordance with applicable securities laws.
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