May 07, 2011 09:38 ET
Olympus Closes the Remaining Private Placement Financing of US$14.6 Million of Four-Year 8% Unsecured Convertible Notes and Warrants
TORONTO, ONTARIO--(Marketwire - May 7, 2011) - Olympus Pacific Minerals Inc. ("Olympus" or the "Company") (TSX:OYM)(ASX:OYM)(OTCBB:OLYMF)(FRANKFURT:OP6) announces that it has closed the remaining private placement financing of US$14.6 million of a four-year 8% unsecured and redeemable notes convertible at US$0.51 per common share (the "Notes") and including warrants exercisable to acquire common shares at CAD$0.55 based on a one share and half warrant equivalent structure (see details below). The conversion of the Notes (and the exercise of the warrants) into shares is subject to shareholder approval
A similar private placement of units consisting of 8% unsecured and redeemable notes convertible at CAD$0.50 per common share and including warrants exercisable to acquire common shares at CAD$0.55, with gross proceeds of CAD$15 million, closed May 5, 2011. (See Olympus Press Release dated May 5, 2011)
Euro Pacific Capital Inc. acted as the exclusive sole placement agent on both private placements. Demand for the Notes proved to be extremely strong particularly in Germany and the United States.
Proceeds of both private placements will provide Olympus with the necessary funds to advance its development, exploration, and acquisition plans in Vietnam, Malaysia, and the Philippines for the foreseeable future.
Olympus issued the Notes instead of pure equity as it enables the Company to complete important exploration and development work on three core projects, allowing the potential for shareholder value to be created and to minimize shareholder dilution.
Detail
The private placement is comprised of 14.6 million units (the "Units"), with each Unit consisting of one Note and two common share purchase warrants, one warrant (subject to shareholder approval) immediately exercisable (the "Vested Warrant") and the second warrant (subject to shareholder approval) (the "Vesting Warrant") only exercisable upon an early redemption of the Notes. Each Note was issued in the principal amount of US$1.00 and, which subject to shareholder approval is convertible at a rate of US$0.51 per share into common shares of the Company, a Vested Warrant for the purchase of 0.9804 common shares of the Company at a price of CAD$0.55 per share until the Maturity Date, and a Vesting Warrant for the purchase of 1.9608 common shares of the Company at a price of CAD$0.50 per share until the Maturity Date, exercisable only in the event of an early redemption of the Note. The warrants may, if and to the extent such right is acceptable to the ASX as being in accordance with the ASX Listing Rules, also be exercised on a cashless or net exercise basis at the option of the holder. The Notes mature on the fourth anniversary of the closing date (the "Maturity Date") and bear interest at 8% per annum payable semi-annually on November 30 and May 31. The net proceeds to the Company are approximately US$13.2 million after deduction of fees and expenses.
The securities sold in the offering have not been registered under the Securities Act of 1933, or any state securities laws, and have been sold in a private transaction under Regulation D. Unless the securities are registered, they may not be re-offered or re-sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws.
The offering is subject to the receipt of all regulatory approvals including the approval of the Toronto Stock Exchange, certain shareholder approvals under the ASX Listing Rules and other customary closing conditions.
Olympus Pacific Minerals Inc. is a diversified SE Asia gold production and exploration company with four core properties in Vietnam, East Malaysia, and the northern Philippines. The Company is expanding current gold production and exploring for major discoveries in an area of the world renown for its rich mineral deposits.
OLYMPUS PACIFIC MINERALS INC.
David A. Seton
Chairman and Chief Executive Officer
AI
