MONTREAL, March 23, 2012 – Geomega Resources Inc. (TSX.V: GMA) (“GéoMégA” or the “Company”) announces that it has amended the terms of its brokered private placement which was previously announced on March 2, 2012. Under the new terms of the Offering (as hereinafter defined), the Corporation shall offer, in any combination, units at a subscription price of $0.55 per unit (a « Unit« ) and flow-through shares at subscription price of $0.75 per share (a « Flow-Through Share« ), for revised aggregate gross proceeds of up to $3,500,000 (the « Offering« ).
Each Unit shall consist of one common share (a « Common Share« ) and one-half of a share purchase warrant (each whole warrant, a « Warrant« ). Under the new terms of the Offering, each whole Warrant shall entitle its holder to acquire one additional common share at a price of $1.00 per share (a « Warrant Share« ) for a period of 18 months from the closing date. All securities issued pursuant to the Offering will be subject to a four month and one day hold period from the date of closing of the Offering as required by applicable securities legislation and the rules of TSX Venture Exchange.
All the other terms of the private placement remain the same. The Offering is scheduled to close on or about March 29, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of TSX Venture Exchange.
The net proceeds from the Offering will be used to fund the development of Montviel through the Preliminary Economic Assessment, exploration on the Corporation’s graphite properties and for working capital purposes.
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 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.
29,274,113 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 more information 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.