Margaret Lake Diamonds Inc. Files Filing Statement and Announces Conditional Approval of Qualifying Transaction and Private Placement ________________________________________________________________________
Margaret Lake Diamonds Inc. 2050-1055 West Georgia Street Vancouver, BC V6E 3P3
MARGARET LAKE DIAMONDS INC. FILES FILING STATEMENT AND ANNOUNCES CONDITIONAL APPROVAL OF QUALIFYING TRANSACTION AND PRIVATE PLACEMENT ________________________________________________________________________
April 16, 2014 TSX Venture Exchange Trading Symbol: DIA.H
Margaret Lake Diamonds Inc. (the “Company”), a Capital Pool Company under the policies of the TSX Venture Exchange (the “Exchange”), is pleased to announce that it has received conditional approval from the Exchange of its qualifying transaction (the “Qualifying Transaction”) and concurrent $1,200,000 private placement (the “Offering”), previously announced March 18, 2014. The Company will be listed as a “Tier 2” mining issuer on the Exchange and will be actively engaged in the exploration of the Margaret Lake Diamond Property (see the Company’s news release of March 18, 2014 for more details).
The Company has filed a Filing Statement dated April 16, 2014 in respect of the Qualifying Transaction and a Technical Report dated March 27, 2014 by Gary Vivian, M.Sc., P.Geol., of Aurora Geosciences Ltd. on SEDAR (www.sedar.com).
Due to high demand for the Offering, the Company has increased the Offering size to $1,200,000, of which $900,000 will be raised through the sale of 9,000,000 non flow-through units (the “Units”) of the Company at a price of $0.10 per Unit and $300,000 will be raised through the sale of 3,000,000 flowthrough shares (the “FT Shares”) of the Company at a price of $0.10 per FT Share. Each Unit is comprised of one (1) common share and one half (1/2) of one transferable share purchase warrant (each whole warrant a “Warrant”) entitling the holder thereof to purchase one (1) additional common share for a period of two (2) years at an exercise price of $0.25 per share. The Warrants have an accelerated exercise provision (the “Acceleration Provision”), whereby their expiry date will be reduced to 30 days in the event the Company's shares trade at $0.50 or greater for 10 consecutive trading days. The Acceleration Provision will not be effective until the six (6) month anniversary of the issue of the Warrants. Jordan Capital Markets Inc. (the “Agent”) has been retained to act as agent in respect of the issuance of 6,750,000 Units and 1,730,000 FT Shares under the Offering (collectively the “Brokered Portion”). 2,250,000 Units and 1,270,000 FT Shares will be sold under the Offering on a non-brokered basis.
The Agent will receive a cash commission equal to 8.0% of the gross proceeds received by the Company from the sale of the Units and FT Shares under the Brokered Portion, except in the case of Units and FT Shares sold to purchasers introduced to the Agent by principals of the Company or Harsbo Minerals Ltd. (the “Principals’ Purchasers”). The Agent will be entitled to receive a cash commission equal to 4.0% of the gross proceeds received by the Company from the sale of Units and FT Shares to Principals’ Purchasers under the Brokered Portion. The Agent will also receive non-transferable options to purchase non flow-through units (the “Agent's Units”) of the Company equal to 10% of the aggregate number of Units and FT Shares sold by the Agent under the Brokered Portion, exercisable at a price of $0.10 per Agent's Unit for two (2) years from the closing date. The Agent's Units will have the same terms and conditions as the Units.
AC/2780733.1
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In accordance with Exchange policies, the Company’s common shares are currently halted from trading. The common shares will remain halted until completion of the Qualifying Transaction.
Completion of the Qualifying Transaction is subject to a number of conditions, including but not limited to final Exchange acceptance of the Qualifying Transaction. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the Company’s Filing Statement, any information released or received with respect to the Qualifying Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a Capital Pool Company should be considered highly speculative.
For additional information concerning the Qualifying Transaction and the Offering, please see the Company’s press release dated March 18, 2014 and filed on SEDAR.
On behalf of the Board of Directors
MARGARET LAKE DIAMONDS INC.
“Hari Varshney”
Hari Varshney, Director
For further information, please contact Hari Varshney at 604-684-2181.
Forward-Looking Statements
Statements made in this press release may include forward-looking statements, and are based on the opinions and estimates of management, or on opinions and estimates provided to, and accepted by, management. These opinions and estimates are used by management, and speak only as of the date of this press release. Forward-looking statements in this press release include, but are not limited to, the anticipated date of closing of the Qualifying Transaction, and that the closing will proceed at all. Forward-looking statements involve significant known and unknown risks, uncertainties and assumptions, including with respect to the closing of the Qualifying Transaction, the timing and receipt of all applicable regulatory approvals and third party consents, the anticipated benefits from the Qualifying Transaction and the satisfaction of other conditions to the completion of the Qualifying Transaction. Forward-looking statements are subject to a variety of risks and uncertainties, in addition to other factors, any or all of which could cause actual events or results to differ, possibly significantly. Although the Company believes that its expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual events or results will be consistent with these forwardlooking statements. Except as required by applicable law, the Company does not undertake, and specifically disclaims, any obligation to update or revise any forward-looking information, whether as a result of new information, future developments or otherwise. Readers of this news release are cautioned not to place undue reliance on any forward-looking statements contained herein.
Neither the TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.