GeoMegA to Raise Up to $15 Million Through a Best-Efforts Private Placement
PRESS RELEASE
For immediate distribution
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
MONTREAL, May 16, 2011 – GéoMégA Resources Inc. (TSX VENTURE:GMA) (the « Company ») has entered into an agreement with a syndicate of agents led by Mackie Research Capital Corporation and including Global Hunter Securities LLC, Jacob Securities Inc. and Versant Partners Inc. (collectively, the « Agents ») to raise on a best efforts private placement basis up to $15 million (the « Offering ») through the issuance of units of the Company (the « Units »). The pricing of the Units will be determined in the context of the market (the « Closing »). Each Unit will consist of one common share (« Common Share ») and one-half of one common share purchase warrant (each whole warrant, a « Warrant »). The terms of the Warrants will be determined in the context of the market.
The Company will grant the Agents an option (the « Agents’ Option ») exercisable at any time up to and including the closing of the Offering to increase the size of the Offering by up to $5,000,000 in Units by giving written notice of the exercise of the Agents’ Option, or a part thereof, to the Company.
The Company will pay the Agents a cash commission equal to 7% of the gross proceeds from the Offering, excluding sales of Units to the members of the « President’s List », and 3.5% of the gross proceeds from the Offering sold to the members of the « President’s List ». In addition, the Agents will receive compensation options (the « Compensation Options ») from the Company in an amount equal to 7.0% of the number of Units sold in connection with the Offering (excluding the Units sold pursuant to the « President’s List »). The Compensation Options shall be exercisable at the issue price of the Units.
All securities issued in connection with the Offering will be subject to a minimum four month hold period. The net proceeds from the Offering will be used to fund the continued exploration of the Company’s mineral properties and for working capital purposes.
Closing of the Offering is scheduled to on or about the week of June 6, 2011 and is subject to the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About GéoMégA (ressourcesgeomega.ca)
GéoMégA is a Quebec based mineral exploration company focused on the discovery and development of economic REE deposits. GéoMégA’s exploration properties are located in the Abitibi and Upper Laurentian regions of Quebec.
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 »
Simon Britt
Chief Executive Officer
For more information contact:
Simon Britt
President and CEO
GéoMégA
450 465-0099
sbritt@ressourcesgeomega.ca
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.