GéoMégA Closes Its Brokered Flow-Through Private Placement
For immediate distribution
Montreal, December 5, 2012 – Geomega Resources Inc. (“GéoMégA” or the “Company”) (TSX.V: GMA) announces, pursuant to its news releases dated November 6 and 22, 2012, the final closing of its brokered flow-through private placement (the “Placement“) with Industrial Alliance Securities Inc. and Marquest Capital Markets acting as agents (the “Agents“) consisting of 756,000 flow-through shares (each, a “Flow-Through Share“) at a price of $0.50 per Flow-Through Share for gross proceeds of $378,000.
The Company will use the proceeds of the Placement for exploration and development on its Montviel property in Quebec.
The Flow-Through Shares purchased by the subscribers are subject to a hold period of four months plus one day and may not be traded until April 6, 2013 except as permitted by applicable securities legislation and the rules of TSX Venture Exchange.
An insider of the Company subscribed for a total of 20,000 Flow-Through Shares (the “Insider Participation”). The Insider Participation is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”) by virtue of the exemptions contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 based on that neither the fair market value of such Insider Participation nor the consideration paid by such insider exceeded 25% of the Company’s market capitalization. The Company has not filed a material change report at least 21 days prior to the closing of the Placement as participation of insiders had not been established at that time.
The Corporation has paid the Agents a cash commission on the sale of the Flow-Through Shares of $26,460 and has issued a total of 37,800 non-transferable agents’ options. Each agents’ option entitles the holder to purchase one common share at a price of $0.50 per share until June 5, 2014.
GéoMégA currently has 34,690,113 common shares issued and outstanding.
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.
The Montviel project benefits from public infrastructure and available labour in the immediate area. The project site is located approximately 100 km north of Lebel-sur-Quévillon (pop. 2,800) and 45 km west of the Cree First Nation of Waswanipi (pop. 1,800) in the urbanised southern part of Northern Quebec. Montviel has permanent access with a high capacity logging road connecting to provincial highway 113. The updated NI 43-101 resources calculation is expected in December 2012.
A Preliminary Economic Assessment by G Mining Services Inc. is expected in the first quarter of CY2013. All infrastructures required for mining and processing of the ore should be located on site. Anticipated project energy will be provided by a 45 km long power line connected to the Hydro-Québec distribution network.
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.
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.