Boxxer closes $2,265,300 private placement
CALGARY, Dec. 21, 2011 /PRNewswire/ - Boxxer Gold Corp. (TSX Venture: BXX) (OTC: BXXRF) ("Boxxer" or the "Corporation") is pleased to announce that it has completed its previously announced non-brokered private placement (the "Offering") consisting of a combination of units (each a "Non-Flow-Through Unit") and flow-through units (each a "Flow-Through Unit") of the Corporation. Pursuant to the Offering, Boxxer issued 10,001,364 Non-Flow-Through Units at a price of $0.11 per Non-Flow-Through Unit and 7,767,666 Flow-Through Units at a price of $0.15 per Flow-Through Unit, for aggregate gross proceeds of $2,265,300.
Each Non-Flow-Through Unit consisted of one common share (a "Common Share") in the share capital of Boxxer and one-half of one (1/2) Common Share purchase Warrant (a "Warrant"). Each whole Warrant shall be exercisable into one Common Share at a price of $0.20 until expiry on December 15, 2012.
Each Flow-Through Unit consisted of one Common Share issued on a "flow-through" basis as defined in the Income Tax Act (Canada) (a "Flow-Through Common Share") and one-half of one (1/2) Warrant. Each whole Warrant shall be exercisable into one Common Share at a price of $0.20 until expiry on December 15, 2012.
Closing of the Offering is subject to final approval of the TSX Venture Exchange. The securities issued in connection with the Offering are subject to a four month hold period that expires on April 22, 2012.
Insiders participated in the Offering for total gross proceeds of $41,400. In relation to the insiders who participated in the Offering, the Corporation has determined that there are exemptions available from the various requirements of TSX Venture Policy 5.9 and Multilateral Instrument 61-101 for the issuance of these securities (Formal Valuation - Issuer Not Listed on Specified Markets; Minority Approval - Fair Market Value Not More Than 25% of Market Capitalization). No new insiders were created as a result of this Offering.
The proceeds of the Non-Flow-Through Unit Offering will be used primarily for the second phase of drilling exploration of the Boss project in southern Nevada and for general working capital purposes. The proceeds of the Flow-Through Unit Offering will be used for additional exploration on Boxxer's Canadian properties, including the Gordon Lake gold property in the NWT, the East Breccia property in Ontario, and the DOK property in NW B.C.
Finders acting in connection with the Offering received aggregate finder's fees of $181,723.50 and 1,599,213 finder's warrants. Each finder's warrant entitles the holder to purchase one Common Share at an exercise price of $0.11 per Common Share for a period of one year after the closing of the Offering.
About Boxxer Gold Corp.
Boxxer is a Canadian junior resource company focused on the exploration of the Boss and Buena Vista copper projects in the state of Nevada, the DOK copper-gold porphyry property in Northwest B.C., and the East Breccia copper-silver-molybdenum property in Ontario. Boxxer also has the Crescent Peak gold-silver project in Nevada and the Gordon Lake gold project located 110 kilometres north of Yellowknife NWT, Canada.
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.
Forward-Looking Statements: This news release may contain certain forward-looking information. All statements included herein, other than statements of historical fact, is forward-looking information and such information involves various risks and uncertainties. There can be no assurance that such information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such information. There is no certainty that the historical mineralization reported exists and that any proposed drilling will intersect significant mineralization. For any forward-looking information given, Management has assumed that the results it has received and the interpretation thereof are reliable, and has applied geological and geophysical interpretation methodologies which are consistent with industry standards. Although Management has a reasonable basis for any conclusions drawn, actual results may differ materially from those currently anticipated in such forward-looking statements. Additional assumptions used to develop such forward-looking information and a description of risk factors that may cause actual results to differ materially from forward-looking information can be found in Boxxer's disclosure documents on the SEDAR website at www.sedar.com. Boxxer does not undertake to update any forward-looking information except in accordance with applicable securities laws.
SOURCE Boxxer Gold Corp.
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