Prodigy Announces Increase in Bought-Deal Public Offering to $42.5 Million
posted on
Feb 10, 2012 04:25PM
Creating shareholder wealth by advancing gold projects through the exploration and mine development cycle.
Vancouver, British Columbia CANADA, February 10, 2012 /FSC/ - Prodigy Gold Inc. (PDG - TSX Venture, KX3 - FWB), ("Prodigy") is pleased to announce that the "flow through" component of the "bought deal" public offering announced earlier today has been increased from 7,894,736 to 13,158,000 Common Shares to be issued on a "flow through" basis under the Income Tax Act (Canada) ("Flow-through Shares").
Prodigy has entered into an amended agreement with a syndicate of underwriters co-led by Casimir Capital Ltd. and Paradigm Capital Inc. (the "Underwriters"), pursuant to which the Underwriters have agreed to purchase, on a "bought deal" basis, 37,500,000 common shares in the capital of Prodigy ("Common Shares") and 13,158,000 Common Shares to be issued on a "flow-through" basis under the Income Tax Act (Canada) at a price of $0.80 per Common Share and $0.95 per Flow-through Share for aggregate gross proceeds of approximately $42,500,000, pursuant to a short form prospectus (the "Offering"). The Common Shares issuable under the Offering may also be concurrently offered in United States on a private placement basis pursuant to applicable exemptions from registration requirements. Under the Offering, Prodigy has agreed to grant the Underwriters an option (the "Over-allotment Option") to purchase an additional 15% of the number of Common Shares issuable under the Offering to cover over-allotments, if any. The Over-Allotment Option is exercisable in whole or in part at any time, and from time to time, until 30 days after the closing of the Offering.
The net proceeds from the issuance of Common Shares under the Offering will be used by Prodigy to fund the exploration and development activities and for general corporate purposes. Proceeds from the issuance of Flow-through Shares under the Offering will be used by Prodigy to incur Canadian exploration expenses (the "Qualifying Expenditures") on Prodigy's mineral properties in Canada on or before December 31, 2013. Prodigy will renounce the Qualifying Expenditures to subscribers of the Flow-through Shares for the fiscal year ended December 31, 2012.
The Offering is scheduled to close on or about March 5, 2012 and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the TSX Venture Exchange.
Under the terms of the agreement, Prodigy is required to file a preliminary short form prospectus and obtain a receipt therefor from securities regulatory authorities in Canada other than Quebec on or before February 16, 2012, or such later date as may be agreed upon by Prodigy and the Underwriters.
This news release does not constitute an offer to sell, or the solicitation of an offer to buy, Common Shares or Flow-through Shares in any jurisdiction, including the United States, or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption therefrom, nor shall there be any sale of Common Shares or Flow-through Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The Common Shares and Flow-through Shares being offered 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 within the United States or to, or for the account or benefit of, a U.S. person, absent U.S. registration or an applicable exemption therefrom.
On behalf of the Board of Directors
Brian J. Maher
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Prodigy Gold Incorporated
Email: ir@prodigygold.com
Website: www.prodigygold.com
tel.: 1-604-688-9006 Fax: 1-604-688-9029