LANGLEY, CANADA, December 24, 2009 - Shoreham Resources Ltd. (the "Company" or "Shoreham") (TSX-V: "SMH"), a Canadian exploration company dedicated to the exploration of advanced precious metal and polymetallic deposits in Guyana and Canada, is pleased to announce a proposed non-brokered financing (the "Financing") of the Company, pursuant to which the Company will issue up to 5,516,666 units (each a "Flow-Through Unit") of the Company at a price of $0.30 per Flow-Through Unit to raise gross proceeds of $1,655,000. MineralFields Group is participating through the purchase of 3,333,333 Flow-Through Units for gross proceeds of $1,000,000.
Each Flow-Through Unit will be comprised of one common share of the Company intended to qualify as a "flow-through share" under applicable Canadian tax laws (a "Flow-Through Share"), and one half of one warrant (each whole warrant a "Warrant"). Each whole Warrant is exercisable by the holder thereof to purchase an additional non-flow-through common share of the Company (a "Warrant Share") at any time for a period of two years following the closing of the Financing (the "Closing"), at an exercise price of $0.40 per Warrant Share in the first year following the Closing and $0.45 per Warrant Share in the second year following the Closing.
Commissions and finder's fees are payable in respect of the Financing to parties at arm's length to the Company, including a $50,000 cash finder's fee and 233,333 finder's warrants (the "Finder's Warrants"). The Finder's Warrants will allow the holders thereof to purchase up to 233,333 units (the "Finder's Units") at an exercise price of $0.30 per Finder's Unit at any time for a period of two years following the Closing. Each Finder's Unit will be comprised of one non-flow-through common share of the Company and one half of one non-transferable common share purchase warrant, with each whole warrant having the same terms and conditions as the Warrants comprising part of the Units.
The Financing is subject to the approval of the TSX Venture Exchange and other regulatory approvals. All securities issued in the Financing will be subject to a hold period expiring four months and one day following the Closing.
David Bending, M.Sc., P.Geo., President and CEO of Shoreham Resources Ltd. is a Qualified Person as defined in National Policy 43-101 ("NI 43-101"), and is responsible for and has reviewed all technical information contained in this news release. Mr. Bending reports that: "We are very pleased to be entering into this relationship with MineralFields Group. This is an important milestone in the growth of Shoreham Resources Ltd. and we look forward to working with MineralFields Group as we develop our mineral projects in Northern Ontario."
About MineralFields, Pathway and First Canadian Securities (R)
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (R) (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities (R).
For further information please visit our website at www.shoreham.ca or contact our President and CEO Mr. David A. Bending at 604-533-9288. You may also go to www.agoracom.com where you can view comments posted on their site.
