Dalradian Resources Inc. (TSX:DNA)(AIM:DALR) ("Dalradian" or the "Company") is pleased to announce that it has entered into an agreement with a syndicate of investment dealers led by Cormark Securities Inc. and including Dundee Securities Ltd., BMO Capital Markets, Canaccord Genuity Corp., RBC Capital Markets, Beacon Securities Limited, Clarus Securities Inc., Euro Pacific Canada, Inc. and Global Maxfin Capital Inc. (the "Underwriters"), which have agreed to purchase, on a bought deal basis, 43,750,000 units of Dalradian (the "Units") at a purchase price of C$0.80 per Unit (the "Offering Price"), for aggregate gross proceeds in the amount of C$35 million (the "Offering"). Each Unit will consist of one common share of Dalradian (a "Unit Share") and one common share purchase warrant (a "Warrant"), each Warrant being exercisable to acquire one common share of Dalradian at a purchase price of C$1.04 for a period of 24 months following the closing date.
UPDATE: Here's the term sheet summary:
- Leads: Cormark 40%
- Co-Mgrs: Dundee 20%; BMO/Canaccord/RBC 10% each; Beacon/Clarus/Euro Pacific/Global Maxfin/National 2% each
- Issuer: Dalradian Resources Inc. (or the “Company”)
- Offering: Issue and sale of 43,750,000 Units on a “bought deal” basis. Each Unit is comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant (a “Warrant”) of the Company.
- Warrant: Each Warrant will entitle the holder thereof to purchase one common share of the Company (a “Warrant Share”) for a period of 24 months following the Closing Date (as hereinafter defined) at an exercise price of $1.04 per Warrant Share.
- Offering Size: $35 million
- Offering Price: $0.80 per Unit
- Over-Allotment Option: The Company will grant the Underwriters an option to purchase up to an additional 6,562,500 Units at the Offering Price exercisable into Units and/or Warrants. The Over-Allotment Option shall be exercisable, in whole or in part, at any time and from time to time for up to 30 days from and including the Closing Date.
- Use of Proceeds: The net proceeds from the offering will be used to fund exploration activities at the Curraghinalt Gold Project and for general corporate purposes.
- Offering Basis: Offered publicly in (i) each of the provinces of Canada, except Quebec, by way of a short form prospectus; (ii) the United States on a private placement basis pursuant to an exemption from the registration requirements of the United States Securities Act of 1933, as amended; and (iii) jurisdictions outside of Canada and the United States, in each case in accordance with all applicable laws provided that no prospectus, registration statement or similar document is required to be filed in such jurisdiction.
- Listing: The Common Shares will be listed on the TSX.
- Closing Conditions: The Offering is subject to the execution of an underwriting agreement that is mutually satisfactory to the Company and the Underwriters (as defined herein), which shall include: standard representations and warranties by the Company; industry standard “disaster out”, and “material adverse change out” clauses, until the Closing Date, and contribution clauses.
- Sales Commission: $0.016 per Unit.
- Closing: October 7, 2015.
- Comment: This is a bought deal for units (1 Common + 1 Warrant) at $0.80. The new issue Units are sold at an 13.4% discount to the last reference price of $0.82 factoring in the value of the Warrant; each warrant has an estimated value of ~$0.09 (strike price of $1.04 and a term of 24 months following the closing date of October 2015).