Trueclaim Exploration Inc. Announces Completion of a $770,000 Non-Brokered Private Placement Through MineralFields Group
July 08 2011 - 10:30AM
Marketwired
Trueclaim Exploration Inc. (the "Company") (TSX VENTURE:
TRM)(OTCQX: TRMNF) has completed a non-brokered private placement
(the "Private Placement") with the MineralFields Group for
aggregate gross proceeds to the Company of $770,000 through the
issuance of 4,529,411 flow-through units (each a "Flow-Through
Unit") at a purchase price of $0.17 per Flow-Through Unit. Each
Flow-Through Unit consists of one common share in the capital of
the Company, issued on a flow-through basis under the provisions of
the Income Tax Act (Canada), and one-half of one common share
purchase warrant (each whole warrant, a "Warrant"). Each Warrant
has a term of 18 months from the date of closing of the Private
Placement (the "Closing Date") and entitles the holder thereof to
purchase one non-flow-through common share of the Company at an
exercise price of $0.25 per share at any time on or before 18
months after the Closing Date.
As payment of a finder's fee in connection with the Private
Placement, the Company issued 452,941 non-transferable options
(each a "Finder's Option") to Limited Market Dealer Inc. ("LMD")
and paid a cash finder's fee of $38,500 to LMD. Each Finder's
Option is exercisable to acquire a unit (a "Finder's Unit") of the
Company at an exercise price of $0.17 per Finder's Unit for a
period of 24 months from the Closing Date. Each Finder's Unit
consists of one non-flow-through common share in the capital of the
Company and one-half of one non-transferable common share purchase
warrant (each whole warrant, a "Finder's Warrant"). Each Finder's
Warrant entitles the holder thereof to purchase one
non-flow-through common share of the Company at an exercise price
of $0.25 per share at any time on or before 18 months after the
Closing Date. All of the securities issued in connection with the
Private Placement and to the finder are subject to a four month
hold period expiring November 6, 2011 under applicable securities
laws and the rules of the Exchange.
"We are very pleased to be working with MineralFields Group,"
said John Carter, President. "This is an important milestone in the
growth of Trueclaim Exploration Inc. and it enables us to continue
moving forward with the exploration of our Scadding Gold
Project."
MineralFields Group (a division of Pathway Asset Management),
based in Toronto, Montreal, Vancouver and Calgary, is a mining fund
with significant assets under administration that offers its
tax-advantaged super flow-through limited partnerships to investors
throughout Canada as well as hard-dollar resource limited
partnerships to investors throughout the world. The sector focus is
on gold and precious metals, base metals, rare earths and lithium,
potash, uranium, oil, coal and gas. Pathway Asset Management also
specializes in the manufacturing and distribution of structured
products and mutual funds (including the Pathway Multi Series Funds
Inc. corporate-class mutual fund series). Information about
MineralFields Group is available at www.mineralfields.com. First
Canadian Securities® (a division of Limited Market Dealer Inc.) is
active in leading resource financings (both flow-through and hard
dollar PIPE financings) on competitive, effective and
service-friendly terms, and offers investment banking, mergers and
acquisitions, and mining industry consulting, services to resource
companies. MineralFields and Pathway have financed several hundred
mining and oil and gas exploration companies to date through First
Canadian Securities®, and have raised over $1 billion in their 10
year history.
We seek Safe Harbour.
ON BEHALF OF THE BOARD
TRUECLAIM EXPLORATION INC.
John Carter, President
This news release contains "forward-looking information" (within
the meaning of applicable Canadian securities laws) and
"forward-looking statements" (within the meaning of the U.S.
Private Securities Litigation Reform Act of 1995). Such statements
or information are identified with words such as "anticipate",
"believe", "expect", "plan", "intend", "potential", "estimate",
"propose", "project", "outlook", "foresee" or similar words
suggesting future outcomes or statements regarding an outlook. Such
statements include, among others, those concerning the proposed
exploration program. All statements in this news release, other
than statements of historical facts, which address future
production, reserve potential, exploration activities and events or
developments that the Company expects, are forward-looking
statements. Such forward-looking information or statements are
based on a number of risks, uncertainties and assumptions which may
cause actual results or other expectations to differ materially
from those anticipated and which may prove to be incorrect.
Assumptions have been made regarding, among other things,
management's expectations regarding its ability to complete its
development work as expected. Actual results could differ
materially due to a number of factors, including, without
limitation, operational risks in the completion of the Company's
continued development work, technical, safety or regulatory issues,
market prices, exploitation and exploration successes, continued
availability of capital and financing, and general economic, market
or business conditions. Although the Company believes that the
expectations reflected in the forward-looking information or
statements are reasonable, prospective investors in the Company's
securities should not place undue reliance on forward-looking
statements because the Company can provide no assurance that such
expectations will prove to be correct and actual results or
developments may differ materially from those projected in the
forward-looking statements. Forward-looking information and
statements contained in this news release are as of the date of
this news release and the Company assumes no obligation to update
or revise this forward-looking information and statements except as
required by law.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) has reviewed or accepts responsibility for the
adequacy or accuracy of this release.
Contacts: Trueclaim Exploration Inc. John Carter President
519-913-8008 1-888-686-1405 (FAX) www.trueclaim.ca
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