Not for distribution to United States newswire services or for dissemination in the United States
Toronto, ON - August 4, 2011 - Volta Resources Inc. ("Volta" or the "Company") (TSX: VTR) announces that it has closed its previously announced private placement of special warrants with a syndicate of underwriters led by Cormark Securities Inc. and including Scotia Capital Inc., National Bank Financial Inc., Jennings Capital Inc. and M Partners Inc. The underwriters have purchased 21,053,000 special warrants, on an underwritten bought deal private placement basis, at a price of $1.90 per special warrant for aggregate gross proceeds to the Company of $40,000,700.
In addition, the Company has granted the underwriters an option, exercisable in whole or in part at any time up to 30 days after the closing of the offering, to purchase up to an additional 3,157,950 special warrants at the offering price to cover over-allotments, if any, for additional gross proceeds of up to $6,000,105.
The special warrants, as well as the common shares issuable upon exercise of the special warrants, are currently subject to a four-month and one day hold period under applicable Canadian securities laws, which expires on December 5, 2011. Each special warrant shall entitle the holder thereof to receive, without payment of additional consideration, one common share of Volta, other than in the circumstances described below.
The Company has agreed to use its commercially reasonable efforts to file a preliminary short form prospectus in each of the provinces of Ontario, Alberta, British Columbia and Manitoba, and obtain a receipt for a final short form prospectus from the applicable securities regulators on or prior to August 23, 2011, for the purpose of qualifying the common shares issuable upon exercise of the special warrants for distribution to the public. If such receipt for a final short form prospectus is not obtained on or prior to August 23, 2011, the special warrants will be exercisable, for no additional consideration, for 1.1 common shares instead of one common share. In the event that a receipt for the final prospectus is obtained on or prior to August 23, 2011, the penalty will not apply and each special warrant will be automatically exercised, for no additional consideration, for one common share which will not be subject to a hold period under applicable Canadian securities laws.
The net proceeds of the private placement will be used for exploration and development activities on the Company's portfolio of gold properties in West Africa and for general corporate purposes and working capital.
The Company has received conditional listing approval from the Toronto Stock Exchange for the listing of all common shares to be issued in connection with the exercise of the special warrants sold under the private placement, subject to satisfying certain standard listing conditions of the Toronto Stock Exchange.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
About Volta Resources Inc.
Volta is a mineral exploration company primarily focused on becoming a leader in the identification, acquisition and exploration of gold properties in West Africa. The Company is currently fast-tracking its flagship Kiaka Gold Project, located in Burkina Faso, towards a development decision.
For further information, please refer to our website www.voltaresources.com or contact:
Kevin Bullock, P.Eng., President & CEO
Tel: (416) 867-2299
Fax: (416) 867-2298
Andreas Curkovic, Investor Relations
Forward Looking Information Caution:
This press release presents "forward-looking statements" within the meaning of Canadian securities legislation that involve inherent risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to the intention of the company to file a prospectus to qualify the common shares underlying the special warrants, the intended use of proceeds from the special warrant offering, the future price of gold and other minerals and metals, the estimation of mineral resources, the capital expenditures, costs and timing of the resources, the realization of mineral reserve estimates, the capital expenditures, costs and timing of the development of new deposits, success of exploration activities, permitting time lines, currency exchange rate fluctuations, requirements for additional capital, government regulation of mining operations, environmental risks, unanticipated reclamation expenses, title disputes or claims and limitations on insurance coverage. Generally, these forward-looking statements can be identified by the use of forward looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Volta to be materially different from those expressed or implied by such forward looking statements, including but not limited to: risks related to international operations, actual results of current exploration activities; actual results of current or future reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold and other minerals and metals; possible variations in ore reserves, grade or recovery rates; failure of equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals or financing or in the completion of development or construction activities. Although the management of Volta believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions and have attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Volta does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities laws.
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