Silver Bear Resources Inc. (TSX:SBR) has completed the first tranche of its previously announced private placement financing of up to $11,000,000, through the issuance of 23,700,000 common shares of the Corporation to Inflection Management Corporation at a price of $0.17 per Common Share for gross proceeds in the amount of $4,029,000.
Following the closing of the first tranche, Inflection, an entity owned by Mr. Sergey Kolesnikov, holds 19.9% of Silver Bear’s issued and outstanding Common Shares.
In accordance with the rules of the TSX Company Manual, the Company is seeking disinterested shareholder approval at its upcoming annual and special meeting of shareholders on July 3, 2014 in order to complete the second tranche of the private placement. In particular, the Company will be seeking approval with respect to:
1. Subscriptions received from insiders of the Company for more than 10% of
the non-diluted number of shares outstanding prior to the closing of a
previous private placement to insiders completed during the last 6
2. The acquisition by any one investor of more than 20% of the number of
common shares of the Company on the date of closing, which would result
in such investor materially affecting control of the Company.
It is expected that Inflection will become a control person of the Company following the completion of the second tranche of the private placement through the subscription of an additional 17,476,471 Common Shares which would result in Inflection holding 25.7% of the issued and outstanding share capital of the Company upon closing. It is also expected that insiders of the Company, who have participated in financings during the last 6 months, will subscribe in the second tranche of the private placement. The Company anticipates the closing of the second tranche will occur on or before July 5, 2014, subject to receipt of necessary regulatory approvals and disinterested shareholder approval to be obtained at the Meeting.
The Common Shares issued in connection with the first tranche are subject to statutory resale restrictions which expire on September 21, 2014. The Common Shares issued in connection with the second tranche will be subject to statutory resale restrictions for a period of four months and one day following closing of the private placement.
Sberbank Private Banking (Moscow) has been retained to act as a consultant with respect to this private placement. The Company intends to pay finder’s fees to certain arm’s length finders in an aggregate amount of up to 6.5% of gross proceeds raised in connection with the private placement.
The Company intends to use the gross proceeds of the Offering to finance the further development of the Mangazeisky project towards production and for general working capital purposes.
Silver Bear Resources Inc.
The primary business of the Company is the evaluation, acquisition, exploration and development of silver properties in the Russian Federation. The Company’s principal focus is the Mangazeisky exploration lease and the Vertikalny Deposit, over which Silver Bear has exclusive exploration/mining rights. It is located approximately 400 kilometres north of Yakutsk in the Republic of Sakha, Yakutia in the Russian Federation.
Silver Bear Resources Inc. is listed on the Toronto Stock Exchange and its common shares trade under the ticker symbol “SBR”. Silver Bear has 119,456,550 issued and outstanding common shares.
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