Arcus Closes Property Acquisition and Financing


Arcus DevelopmentĀ has closed its previously announced non-brokered flow-through private placement. A total of 4,652,843 units were sold at a price of 13 cents per unit for gross proceeds of $604,870. The units consisted of one flow-through common share and one warrant. Each warrant entitles the holder to purchase one additional flow-through common share at a price of 20 cents at any time on or before Aug. 12, 2010. All securities issued as part of this private placement are subject to a hold period until Dec. 13, 2009.

Of the 4,652,843 units sold as part of the placement, 2,692,306 units were purchased by the MineralFields Group through MineralFields 2009 Super Flow Through Limited Partnerships 1 through 4. The MineralFields Group is based in Toronto, Ont., and has business offices at 210 — 1110 Finch Ave. West. The 2,692,306 shares purchased by the MineralFields Group as part of the units represent 14.64 per cent of the issued and outstanding common shares of Arcus. Prior to this private placement, the MineralFields Group did not own any Arcus shares.

Pursuant to the policies of the TSX Venture Exchange, shareholder approval is required in advance of the completion of a private placement where the placement will result in the creation of a person or group controlling greater than 20 per cent of the issued shares of a listed company (a control person). The Arcus shares that may be issued following the exercise of warrants acquired by the MineralFields Group under the placement could potentially result in the MineralFields Group becoming a control person of Arcus. To prevent the MineralFields Group from becoming a control person of Arcus without prior shareholder approval, the MineralFields Group and Limited Market Dealer Inc. have provided the TSX Venture Exchange and Arcus with an undertaking not to exercise any Arcus warrants if doing so will result in the MineralFields Group becoming a control person of Arcus.

Subject to the foregoing undertaking, the MineralFields Group has purchased Arcus shares for investment purposes only. The MineralFields Group may increase or decrease its investment in Arcus depending on market conditions and other relevant factors.

Cash finders’ fees of $21,300 and $1,280 were paid to Limited Market Dealer Inc. and Canaccord Capital Corporation, respectively, related to the sale of a portion of the placement. Limited Market Dealer Inc. and Canaccord Capital Corporation were also granted 218,461 and 9,840 finders’ options respectively. If exercised, the finders’ options entitle the finders to receive one Arcus share at a price of 13-1/2 of a share purchase warrant. Each whole finders’ warrant entitles the finders to purchase one Arcus share at a price of 20 cents. The finders’ options and the underlying finders’ warrants may be exercised at any time on or before Aug. 12, 2010.

Arcus also announces that it has received TSX Venture Exchange acceptance of its option to acquire a 50-per-cent interest in the Dawson gold project. The Dawson gold project consists of four claim blocks covering an area of approximately 77 square kilometres adjacent to or near the Underworld Resources Inc. White gold and Black Fox properties in west-central Yukon.

The proceeds from the private placement and any proceeds from the exercise of the warrants will be used to finance the company’s work programs on the Dawson gold project. Proceeds for the exercise of any of the finders’ options and underlying finders’ warrants will be used as general working capital.

Work programs on the four claim blocks comprising the Dawson gold project are currently under way or will commence shortly. Preliminary results will be announced as they are received by Arcus.

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