Commander Announces $2.5 Million Private Placement Financing and 5:1 Share Consolidation
Not for dissemination in the United States or through U.S. newswires
VANCOUVER, BC - Commander Resources Ltd. ("Commander") (CMD:TSX-V) announces that it plans to complete a non-brokered private placement of up to $2,500,020 (the "Private Placement") in conjunction with a share consolidation on the basis of five (5) old common shares for one (1) new common share (the "Consolidation"). Completion of the Private Placement and Consolidation will be conditional upon the successful completion of the other.
The Company proposes to use the proceeds of the Financing for exploration and development of the Company’s properties and for general corporate purposes.
The Private Placement
Commander plans to raise up to $2,500,020 through the Private Placement, consisting of up to 14,706,000 units at a post Consolidation price of $0.17 per Unit (the “Units”). Each Unit will consist of one post-Consolidation common share of the Company and one share purchase warrant (a “Warrant”). Each Warrant will entitle the holder to purchase one additional post-Consolidation common share of the Company at a price of $0.25 for two years. Finder’s fees may be paid in connection with the Private Placement in accordance with the policies of the TSX Venture Exchange. The Private Placement is subject to TSX Venture Exchange approval and completion of the Consolidation. All securities will be subject to a four month hold period from the date of closing.
Commander proposes to consolidate its common share capital on a one (new) share for five (old) shares basis. Each fractional common share equal to or greater than 0.5 common shares will be rounded up to the nearest whole common share and each fractional common share less than 0.5 common shares will be rounded down to the nearest whole common share. Following the Consolidation and before completion of the Private Placement, the Company is expected to have 23,060,514 common shares issued and outstanding. The Consolidation is subject to acceptance by the TSX Venture Exchange and completion of the Private Placement. The Board retains the discretion not to not to proceed with the Consolidation. If the Company elects to proceed with the Consolidation, it will issue another news release providing more information and confirming the effective date of the Consolidation.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws, or an exemption from such registration requirement is available.
About Commander Resources:
Commander Resources is a Canadian focused exploration company that has leveraged its success in exploration through partnerships and sale of properties, while retaining equity and royalty interests. Commander has a portfolio of base and precious metal projects across Canada and significant equity positions in Maritime Resources Corp. (MAE-TSX.V) and Aston Bay Holdings (BAY-TSX.V). Commander also retains royalties from properties that have been partnered, optioned or sold.
On behalf of the Board of Directors
Robert Cameron, P. Geo.
President and CEO
For further information, please call:
Robert Cameron, President and CEO
Toll Free: 1-800-667-7866
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release may include forward-looking statements that are subject to risks and uncertainties. All statements within, other than statements of historical fact, are to be considered forward looking. Although the Company believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results or developments may differ materially from those in forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration successes, continued availability of capital and financing, and general economic, market or business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-looking statements except as required under the applicable laws.