Montreal, March 19, 2014 – Further to its news release of February 28, 2014, Geomega Resources Inc. (“GéoMégA” or the “Company”) (TSX.V: GMA) announces a first tranche closing (the “First Tranche“) of a brokered private placement with Industrial Alliance Securities Inc. (“IAS”) consisting of 2,037,333 units (the “Units“) at a subscription price of $0.60 per Unit and 1,450,000 flow-through shares (each, a “Flow-Through Share”), at a price of $0.70 per Flow-Through Share for gross proceeds of $2,237,400 (the “Private Placement”).
The Company will use the proceeds of the Private Placement for the ongoing development of its separation process, exploration and development at its Montviel property in Quebec and working capital purposes.
Each Unit consists of one common share (a “Common Share“) and one-half of one share purchase warrant (each whole warrant, a “Warrant“). Each whole Warrant entitles the holder thereof to acquire one additional common share at a price of $0.90 per share for a period of 18 months from March 19, 2014 (the “Closing Date”).
IAS exercised its 15% over-allotment option in full. The Company expects to close a final tranche of the Private Placement around March 27, 2014. Including the first and final tranches, the total gross proceeds of the Private Placement will be $3,315,000.
The Company has paid IAS a cash commission on the sale of the Units and Flow-Through Shares of $145,431 and has issued 174,367 non-transferable agent’s options to acquire such number of common shares at a price of $0.60 exercisable for a period of eighteen (18) months from the Closing Date.
An officer of the Company subscribed to 17,250 units of the Private Placement (the “Insider’s Participation”). The Insider’s Participation is exempt from the formal valuation and shareholder approval requirements provided under Regulation 61-101 respecting Protection of Minority Holders in Special Transactions (“Regulation 61-101”). The exemption is based on the fact that the market value of the Insider’s Participation or the consideration paid by such insiders does not exceed 25% of the market value of the Company. The Company did not file a material change report at least 21 days prior to the completion of the Private Placement since the Insider’s Participation was not determined at that moment.
The Common Shares, Warrants and the Flow-Through Shares acquired by the subscribers are subject to a hold period of four months plus one day and may not be traded until July 20, 2014 except as permitted by applicable securities legislation and the rules of TSX Venture Exchange.
About GéoMégA (www.geomega.ca)
GéoMégA, which owns 100% of the Montviel rare earth elements/niobium project located in Québec, is a mineral exploration and development company focused on the discovery and sustainable development of economic deposits of metals, such as rare earth elements, niobium and graphite, in Québec. GéoMégA is committed to meeting Canadian mining industry standards and distinguishing itself with its innovative engineering, stakeholders engagement and its dedication to local transformation benefits.
GéoMégA currently has 46,312,571 common shares 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.
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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.