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VMS ANNOUNCES COMPLETION OF PRIVATE PLACEMENT
7 November, 2007
Vancouver, B.C. November 7, 2007. VMS Ventures Inc. (TSX.V: VMS) (the "Company")
is pleased to announce that it has closed its brokered private placement
previously announced by a news release dated October 18, 2007, which was
completed by a syndicate of agents led by GMP Securities L.P. and including
Evergreen Capital Partners Inc., Jennings Capital Inc. and First Canadian
Capital Markets Ltd. (the “Agents”) (the “Offering”). The Company raised
$19,500,000 by the issuance of 13,000,000 subscription receipts (the
“Subscription Receipts”), of which 8,000,000 are exchangeable without further
consideration for units (the “Units”), and 5,000,000 are exchangeable without
further consideration for “flow through” common shares (the “FT Shares”) upon
the Company receiving shareholder approval to increase its authorized share
capital to an unlimited number of common shares and the filing of articles of
amendment with the B.C. Registrar of Companies relating to such increase (the
“Release Condition”). The Company has scheduled a meeting of its shareholders
for December 11, 2007 to secure the requisite shareholder approval.
The net proceeds of the Offering will be held in escrow and released to the
Company upon satisfaction of the Release Condition. In the event that the
Release Condition is not satisfied on or before December 31, 2007, the Company
will repurchase the Subscription Receipts at a redemption price per Subscription
Receipt equal to the subscription price for the Subscription Receipts plus
accrued interest.
The Subscription Receipts exchangeable for Units were sold at a price of $1.50
per Subscription Receipt and will entitle the holder thereof to receive, without
payment of further consideration, one Unit, each Unit consisting of one common
share of the Company (a “Share”) and one transferable Share purchase warrant (a
“Warrant”) exercisable until November 7, 2009 at a price of $2.25 per Share.
The Subscription Receipts exchangeable for FT Shares were also sold at a price
of $1.50 per Subscription Receipt and will entitle the holder thereof to
receive, without payment of further consideration, one FT Share.
All securities issued pursuant to this financing and all securities underlying
such securities are subject to a four month hold period expiring March 8, 2008.
In connection with the Offering, the Agents are to receive a cash commission
equal to 6.0% of the gross proceeds of the Offering (the “Commission”) and
compensation options (the “Compensation Options”) entitling the Agents to
subscribe for that number of Units as is equal to 6.0% of the number of
Subscription Receipts sold under the Offering. One-half of the Commission will
be held in escrow and released to the Agents upon satisfaction of the Release
Condition. As well, the Compensation Options shall only be exercisable upon
satisfaction of the Release Condition.
Upon satisfaction of the Release Condition, the net proceeds of the Offering
will be used to fund ongoing exploration and development activities of the
Company and for general working capital, provided that the gross proceeds from
the sale of Subscription Receipts exchangeable to acquire FT Shares will be used
for exploration expenditures which will constitute Canadian exploration expenses
(as defined in the Income Tax Act (Canada)) and will be renounced for the 2007
taxation year.
VMS Ventures Inc. is focused primarily on acquiring, exploring and developing
copper-zinc properties in the Flin Flon-Snow Lake VMS Belt. The Company also
holds the largest land package considered prospective for nickel-copper
mineralization at Lynn Lake, which is to date Canada’s third largest nickel
producing camp. The Company’s project portfolio consists of the Snow Lake VMS
project, the Lynn Lake Gabbros nickel-copper project, the Nickel Belt project,
the South Bay nickel-copper-cobalt PGE property, and the Eden Lake Carbonatite
Complex, Specialty Metals property. All VMS Ventures Inc. properties are located
in the mining friendly province of Manitoba, Canada.
ON BEHALF OF THE BOARD OF DIRECTORS
Rick Mark
CEO & Chairman
For further information contact:
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Keith Patey,
Director of Communications
Telephone: (604) 986-2020
Toll Free: 1-866-816-0118 |
Steve Kubota
Coal Harbor Communications
Telephone: (604) 662-3237
Toll Free: 1-866-405-3955 |
The TSX Venture exchange does not accept responsibility for the
adequacy or
accuracy of this release.
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