Beaufield Resources Inc. announced today that it has entered into an agreement with Industrial Alliance Securities Inc. (“Industrial Alliance“) for a best-efforts private placement of “flow-through” units (the “Units“) for maximum aggregate gross proceeds of $2,000,000 (the “Offering“).
Pursuant to the Offering, Beaufield will issue a maximum of 5,000,000 Units at a price of $0.40 per Unit (the “Offering Price“). Each Unit will be comprised of one “flow-through” common share and one-half of a common share purchase warrant (each whole warrant, a “Warrant“). Each Warrant will entitle its holder to acquire one additional common share of Beaufield at a price of $0.65 for 12 months from the closing of the Offering. The Offering is subject to certain conditions, including the approval of the TSX Venture Exchange.
In connection with the Offering, Beaufield will pay a cash commission to Industrial Alliance in an amount equal to 6% of the gross proceeds. Beaufield will also issue compensation options to Industrial Alliance, entitling it to purchase, for a period of 12 months from the closing of the Offering, at the Offering Price, a number of additional common shares in Beaufied’s share capital equal to 5% of the total number of Units sold pursuant to the Offering.
The proceeds of the Offering will be used to accelerate drilling on Beaufield’s 100 percent owned Schefferville iron property. This property occupies a key central position adjacent to the town of Schefferville. Beaufield has agreed that expenditures incurred with proceeds will constitute Canadian exploration expense (“CEE”) (as defined in the Income Tax Act) and will be renounced to the subscribers.
Closing of the Offering is anticipated to occur on or before February 28, 2012. The Units 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.