GéoMégA Announces Brokered Flow-Through Private Placement
For immediate distribution
Montreal, November 6, 2012 – Geomega Resources Inc. (“GéoMégA” or the “Company”) (TSX.V: GMA) announces it has entered into an engagement letter with Industrial Alliance Securities Inc. and Marquest Asset Management Inc. (the “Agents”) for a best effort private placement of up to 7,000,000 flow-through shares (each, a “Flow-Through Share”), at a price of $0.50 per Flow-Through Share for gross proceeds of $3,500,000 (the “Private Placement”).
The Company will use the proceeds of the Private Placement for exploration and development on its Montviel property in Quebec.
In connection with the Private Placement, the Company will pay a cash commission to the Agents equal to 7% of the gross proceeds raised and will issue broker warrants equal to 5% of the total number of Flow-Through Shares sold. Each broker warrant entitles the holder to purchase one common share for a period of 18 months from the date of issuance at a price of $0.50 per share.
The Company has granted the Agents a 30 day over-allotment option (the “Over-Allotment Option”) to sell up to that number of additional Flow-Through Shares that equals 15% of the aggregate number of Flow-Through Shares sold through the Private Placement. Assuming full exercise of the Over-Allotment Option, the gross proceeds from the Private Placement will be $4,025,000 with 8,050,000 Flow-Through Shares being sold.
The Private Placement is scheduled to close on or about November 22, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory approvals including the approval of the TSX Venture Exchange. All securities issued pursuant to the Private Placement will be subject to a four month and one day hold period from the date of closing of the Private Placement.
This press release is not an offer or a solicitation of an offer of securities for sale in the United States. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration.
About GéoMégA (ressourcesgeomega.ca)
GéoMégA, which owns 100% of the Montviel Rare Earths/Niobium project, is a Québec mineral exploration company focused on finding economically viable deposits of minor metals, such as Rare Earth Elements, in Québec. GéoMégA is committed to meeting Canadian mining industry standards and distinguishing itself with its expertise, know-how and its support and respect for local communities and the environment.
29,314,113 common shares of GéoMégA are currently issued and outstanding.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
/s/ “Simon Britt”
Chief Executive Officer
For further information please contact:
President and CEO
Cautions Regarding Forward-Looking Statements
This news release contains forward-looking statements regarding our intentions and plans. The forward-looking statements that are contained in this news release are based on various assumptions and estimates by the Company and involve a number of risks and uncertainties. As a consequence, actual results may differ materially from results forecast or suggested in these forward-looking statements and readers should not place undue reliance on forward-looking statements. We caution you that such forward-looking statements involve known and unknown risks and uncertainties, as discussed in the Company’s filings with Canadian securities agencies. Various factors may prevent or delay our plans, including but not limited to, contractor availability and performance, weather, access, mineral prices, success and failure of the exploration and development carried out at various stages of the program, and general business, economic, competitive, political and social conditions. The Company expressly disclaims any obligation to update any forward- looking statements, except as required by applicable securities laws.