BECKER GOLD MINES LTD. (NEX: BDF.H) (the “Company” or “Becker”) is pleased to announce that it has completed its previously announced non-brokered private placement (the “Offering”) and has also completed the acquisition of all of the issued and outstanding shares of Cap Capital Corp. (“Cap Capital”) (the “Acquisition”), first announced on January 21, 2011 and last updated on November 18, 2011. The Offering and the Acquisition were completed on the basis described in the Company’s August 26, 2011 Management Information Circular distributed in connection with the shareholders’ meeting held on October 20, 2011.
The Offering consisted of 4,500,000 units (the “Units”) at a price of $0.20 per Unit for aggregate gross proceeds of $900,000. Each Unit is comprised of one common share and one common share purchase warrant (the “Warrant”). Each Warrant will entitle the holder to purchase one additional common share at a price of $0.30 per share until December 20, 2013. The shares and any shares that may be issued on exercise of the Warrants are subject to a hold period expiring on April 21, 2012.
In connection with the Offering, the Company paid a cash finder’s fee in the amount of $24,500 and issued 122,500 finder’s warrants (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable for a period of two years from the closing date of the Offering to acquire one Unit of the Company at a price of $0.20 per Unit. Each Unit acquired by the finder on exercise of the Finder’s Warrants has the same terms and conditions as the Units issued under the Offering.
The net proceeds of the Offering will be used to finance an exploration program on the Chipriona property and for general working capital.
The purchase price for the Acquisition was paid by the issuance of an aggregate of 12,284,782 common shares in the capital of the Company to the shareholders of Cap Capital at a deemed price of $0.20 per share for aggregate deemed consideration of $2,456,956.40. The shares issued pursuant to the Acquisition are also subject to a hold period expiring on April 21, 2012.
The Offering and the Acquisition form the basis of the Company’s reactivation from NEX to Tier 2 issuer status on the TSX Venture Exchange (the “Exchange”). Subject to the filing with and acceptance by the Exchange of final documents relating to the Offering, the Company’s listing will transfer from NEX to the Exchange and the Company’s tier classification will change from NEX to Tier 2.
The Company also advises that now that the Offering and the Acquisition have been completed, the Company will proceed with changing its name to “Sonoro Metals Corp.”.
BECKER GOLD MINES LTD.
Stephen Kenwood, President
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-Looking Statement Caution
This press release contains certain “forward-looking statements within the meaning of Canadian securities legislation. Forward Looking statement include, but are not limited to, statements with respect to the reactivation of the Company from NEX to Tier II issuer status on the Exchange, the required Exchange acceptance of the Offering, the Company’s planned use of proceeds from the completed Offering, and the anticipated name change. Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words “expects,” “plans,” “anticipates,” “believes,” “intends,” “estimates,” ”projects,” “aims,” “potential,” “goal,” “objective,” “prospective,” and similar expressions, or that events or conditions “will,” “would,” “may,” “can,” “could” or “should” occur. Forward-looking statements are based on the beliefs, estimates and opinions of the Company’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Except as required by the securities laws applicable to the Company and the policies of the Exchange, the Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include, but are not limited to, general business, economic, competitive, political and social uncertainties, or the Company’s inability to secure the final acceptance of the Offering from the Exchange.
THIS PRESS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.