Previously Announced Brokered Private Placement of up to $7.5 Million
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EDMONTON, ALBERTA--(Marketwire - March 30, 2011) -
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
Grizzly Discoveries Inc. (TSX VENTURE:GZD) (FRANKFURT:G6H) (OTCQX:GZDIF) (the "Corporation" or "Grizzly") is pleased to announce that it has entered into a revised agreement with D&D Securities Inc. (the "Agent") to sell, on a reasonable best efforts private placement basis, up to $5 million non-flow-through share units ("Non-FT Units") at a price of $0.50 per Non-FT Unit and up to $2.5 million in flow-through share units ("FT Units") at a price of $0.56 per FT Unit, for aggregate gross proceeds of up to $7.5 million (the "Offering").
Each Non-FT Unit will consist of one common share of the Corporation ("Common Share") and one-half of one Common Share purchase warrant (each whole warrant, a "Non-FT Unit Warrant"). Each Non-FT Unit Warrant entitles the holder to acquire one additional Common Share at an exercise price of $0.75 per share. Each FT Unit will consist of one Common Share to be issued as a "flow-through share" pursuant to the Income Tax Act (Canada) and one-half of one non-transferable Common Share purchase warrant (each whole warrant, a "FT Unit Warrant"). Each FT Unit Warrant entitles the holder to acquire one additional non-flow through Common Share at an exercise price of $0.85 per share. The FT Unit Warrants and the Non-FT Unit Warrants expire on the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the closing date of the Offering (the "Closing Date").
The Agent will receive a cash commission on the sale of the Non-FT Units and FT Units representing 7% of the gross proceeds raised in the Offering. In addition, the Corporation shall issue to the Agent, non-transferable share purchase warrants ("Broker Warrants") entitling the Agent to purchase Common Shares equal to 10% of the aggregate number of Non-FT Units and FT Units sold pursuant to the Offering. Each Broker's Warrant is exercisable at a price of $0.75 per Common Share until the earlier of: (a) 30 days following the issuance of a news release by the Corporation that the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange is at or greater than $1.00 per Common Share for 10 consecutive trading days; and (b) 18 months from the Closing Date.
The proceeds of the Offering will be used to conduct further exploration drilling and for general working capital.
Closing of the Offering is anticipated to occur on or before April 7, 2011 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange. The Common Shares and Non-FT Unit Warrants comprising the Non-FT Units, the Common Shares and FT Unit Warrants comprising the FT Units and the Broker Warrants, together with any Common Shares issued pursuant to the exercise of the Non-FT Unit Warrants, FT Unit Warrants and Broker Warrants will be subject to a restricted period ending four months after closing of the Offering.
The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
About Grizzly Discoveries Inc.
Grizzly is an aggressive Canadian exploration company focused on exploring for world class gold and base metal deposits in British Columbia, and for diamonds and industrial minerals in Alberta. In British Columbia, Grizzly currently has four precious-base metal properties totaling over 235,000 acres. It currently holds more than 600,000 acres in diamond properties which host diamondiferous kimberlites in the Buffalo Head Hills and Birch Mountains of Alberta. Grizzly has also acquired metallic and industrial mineral permits for potash totaling more than 2.43 million acres in Alberta along the Saskatchewan border.
Grizzly trades on the TSX Venture Exchange under the symbol GZD, with 34,254,636 Common Shares issued and outstanding.
On behalf of the Board
Grizzly Discoveries Inc.
Brian Testo, President
For further information, please visit our website at http://www.grizzlydiscoveries.com or contact Investor Relations:
