TORONTO, ONTARIO--(Marketwired - April 2, 2014) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES
Silver Bear Resources Inc. ("Silver Bear" or the "Company")
(TSX:SBR) announces that it intends to complete a private placement
financing of up to 64,705,882 common shares ("Common Shares") at a price
$0.17 per Common Share for gross proceeds in the amount of up approximately CAD$11,000,000 (the "Offering").
The Company intends to use the gross proceeds of the
Offering to finance the further development of the Mangazeisky project
towards production and for general working capital purposes.
Pursuant to the TSX Company Manual, it is anticipated
that the company will require shareholder approval in relation to the
Offering, in the event that:
- The Company receives subscriptions from insiders
for more than 10% of the non-diluted number of shares outstanding prior
to closing the first private placement to insiders during the last 6
- Any one investor should acquire more than 20% of
the number of common shares of the Company on the date of closing. It is
Inflection Management Corporation, an entity
owned by Mr. Sergey Anatolievich Kolesnikov ("Inflection") will become a
control person of the Company following the Offering (i.e. have greater
than 20% of the number of common shares).
Accordingly, it is contemplated that the Offering
will be required to close in two tranches: (i) with a first tranche of
up to 23,700,000 being issued at closing to Inflection pursuant to which
Inflection will hold 19.9% of Silver Bear's issued and outstanding
Common Shares on closing; and (ii) a second tranche of Common Shares for
up to 41,005,882 Common Shares, including up to an additional
17,476,471 Common Shares being subscribed to by Inflection, to close
upon the necessary regulatory and security holder approvals being
The Common Shares will be subject to statutory resale
restrictions for a period of four months and one day following closing
of the Offering. Closing of the first tranche of the Offering is
expected to occur on or about
April 15, 2014 with the second tranche of the Offering expected to occur before June 30, 2014,
subject to receipt of regulatory approval, including approval of the
TSX and shareholder approval, as applicable with respect to any portion
in excess of 10% of the current issued and outstanding shares of the
Company on a non-diluted basis being subscribed for by current insiders
of Silver Bear and with respect to Inflection becoming a control person
of the Company.
Sberbank Private Banking (Moscow)
has been retained to act as a consultant with respect to this private
placement. The Company intends to pay finder's fees to certain arm's
length finders in an aggregate amount of up to 6.5% of gross proceeds
raised in connection with the Offering.
Silver Bear Resources Inc.
The primary business of the Company is the evaluation, acquisition, exploration and development of silver properties in the Russian Federation.
The Company's principal focus is the Mangazeisky exploration lease and
the Vertikalny Deposit, over which Silver Bear has exclusive
exploration/mining rights. It is located approximately 400 kilometres
north of Yakutsk in the
Republic of Sakha, Yakutia in the Russian Federation.
Silver Bear Resources Inc. is listed on the Toronto Stock Exchange
and its common shares trade under the ticker symbol "SBR". Silver Bear
has 95,756,550 issued and outstanding common shares. Other information
relating to Silver Bear is available on SEDAR at
www.sedar.com as well as on the Company's website at www.silverbearresources.com.
Mark Trevisiol, P.Eng, President and
CEO of Silver Bear and a qualified person under National Instrument
43-101 and has reviewed and approved the content of this press release.
This release and subsequent oral statements made by
and on behalf of the Company may contain forward-looking statements,
which reflect management's expectations. Wherever possible, words such
as "intends", "expects", "scheduled", "estimates", "anticipates",
"believes" and similar expressions or statements that certain actions,
events or results "may", "could", "would", "might" or "will" be taken,
occur or be achieved, have been used to identify these forward-looking
statements. Although the forward-looking statements contained in this
release reflect management's current beliefs based upon information
currently available to management and based upon what management
believes to be reasonable assumptions, Silver Bear cannot be certain
that actual results will be consistent with these forward-looking
statements. A number of factors could cause events and achievements to
differ materially from the results expressed or implied in the
forward-looking statements. Such risks factors include but are not
limited to risks factors identified by Silver Bear in its continuous
disclosure filings filed from time to time on SEDAR. These factors
should be considered carefully and prospective investors should not
place undue reliance on the forward-looking statements. Forward-looking
statements necessarily involve significant known and unknown risks,
assumptions and uncertainties that may cause Silver Bear's actual
results, events, prospects and opportunities to differ materially from
those expressed or implied by such forward-looking statements. Although
Silver Bear has attempted to identify important risks and factors that
could cause actual actions, events or results to differ materially from
those described in forward-looking statements, there may be other
factors and risks that cause actions, events or results not to be as
anticipated, estimated or intended. There can be no assurance that
forward-looking statements will prove to be accurate, as actual results
and future events could differ materially from those anticipated in such
statements. Accordingly, prospective investors should not place undue
reliance on forward-looking statements. These forward-looking statements
are made as of the date of this release, and Silver Bear assumes no
obligation to update or revise them to reflect new events or
circumstances, unless otherwise required by law.
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 "1933 Act"), or
any state securities laws and may not be offered or sold within
the United States
or to, or for the account or benefit of U.S. persons (as defined in
Regulation S under the 1933 Act) absent such registration or an
applicable exemption from such registration requirements.
For further details, please visit www.silverbearresources.com.
Silver Bear Resources Inc.
President and Chief Executive Officer
+email@example.comSilver Bear Resources Inc.
UK+44 771 131 3019www.silverbearresources.com