Amerigo Announces Non-brokered Private Placement
February 6, 2009
VANCOUVER, BRITISH COLUMBIA – February 6/CNW/ - Amerigo Resources Ltd. (TSX:ARG, "Amerigo" or the "Company") is pleased to announce that it has arranged a non-brokered private placement (the "Financing") of up to 37.5 million units (each a "Unit") at a price of $0.28 per Unit for gross proceeds of $10,500,000. Each Unit will consist of one common share ("Share") and one share purchase warrant ("Warrant"). Each Warrant will entitle the holder to purchase one additional Share at a price of $0.33 in the first 12 months after closing and at a price of $0.40 in the second 12 months. The Warrants provide for appropriate adjustments in the event of stock dividends, subdivisions, consolidations and other forms of capital reorganization.
A finder's fee of 6% of the proceeds of the Financing is payable in cash or in equivalent Units on a portion of the Financing. The total number of Shares issued and potentially made issuable pursuant to the Financing is 77,488,800, which represents 82.99% of the current number of the Company's Shares issued and outstanding. The Units are subject to a four month hold period under Canadian Securities legislation. The net proceeds of the Financing will be used for working capital purposes.
Completion of the Financing is subject the approval of the Toronto Stock Exchange (the “TSX”) and all other necessary regulatory approvals. No insiders will be participating in the Financing. Following completion of the Financing, Mr. Ross Beatty will be the beneficial owner of 26,003,500 common shares, which includes the Shares underlying the 16,760,000 units purchased pursuant to the Financing, or a total of 19.87% of the capital of the Company. In accordance with TSX requirements, the Company discloses that If only Mr. Beatty's 16,760,000 Warrants and none of the other Warrants issued pursuant to the Financing were exercised, his total shareholdings would represent 28.97% of the capital of the Company.
The Financing involves the private placement of securities representing more than 25% of the Company's currently issued and outstanding Shares and, as a result of the number of Units being issued to Mr. Beaty, the Financing could have a material effect on control of the Company which, under applicable TSX rules, would ordinarily require shareholder approval. However, the Company will rely on the financial hardship exemption under section 604(e) of the TSX Company Manual in order to complete the Financing without shareholder approval. The Company's financial position has deteriorated during the past several months due to the effects of the global financial crisis and precipitous declines in the prices of copper and molybdenum, and has resulted in the Company owing significant negative settlement pricing adjustments.
The Company believes that the Financing will improve Amerigo's financial position, and the independent members of the board of directors of the Company have determined that the Financing is reasonable in the circumstances. The TSX has advised the Company that reliance on this exemption will automatically result in a TSX de-listing review to confirm that the Company continues to meet TSX continued listing requirements. Amerigo believes that it currently complies with applicable TSX listing requirements and expects to continue to comply with such requirements following completion of the Financing.
Amerigo Resources Ltd. is a Canadian company producing copper and molybdenum from its MVC operations near Santiago, Chile. Tel: (604) 681-2802; Fax: (604) 682-2802; Web: www.amerigoresources.com; Listing: ARG:TSX
For further information, please contact:
Dr. Klaus Zeitler, President (604) 681-2802, (604) 218-7013
Amerigo Resources Ltd.
Certain of the information and statements contained herein that are not historical facts, constitute “forward-looking information” within the meaning of the Securities Act (Ontario) and the Securities Act (Alberta) (“Forward-Looking Information”). Forward-Looking Information is often, but not always, identified by the use of words such as “seek”, “anticipate”, “believe”, “plan”, “estimate”, “expect” and “intend”; statements that an event or result is “due” on or “may”, “will”, “should”, “could”, or might” occur or be achieved; and, other similar expressions. More specifically, Forward-Looking Information contained herein includes, without limitation, information concerning future tailings production volumes and the Company's copper and molybdenum production, all of which involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such Forward-Looking Information; including, without limitation, material factors and assumptions relating to, and risks and uncertainties associated with, the supply of tailings from El Teniente and extraction of tailings from the Colihues tailings impoundment, the achievement and maintenance of planned production rates, the evolving legal and political policies of Chile, the volatility in the Chilean economy, military unrest or terrorist actions, metal price fluctuations, favourable governmental relations, the availability of financing for activities when required and on acceptable terms, the estimation of mineral resources and reserves, current and future environmental and regulatory requirements, the availability and timely receipt of permits, approvals and licenses, industrial or environmental accidents, equipment breakdowns, availability of and competition for future mineral acquisition opportunities, availability and cost of insurance, labour disputes, land claims, the inherent uncertainty of production and cost estimates, currency fluctuations, expectations and beliefs of management and other risks and uncertainties, including those described under Risk Factors in the Company’s Annual Information Form dated March 31, 2008, and in each subsequent Management’s Discussion and Analysis. Such Forward-Looking Information is based upon the Company’s assumptions regarding global and Chilean economic, political and market conditions and the price of metals, including copper and molybdenum, and future tailings production volumes and the Company's copper and molybdenum production.. Among the factors that have a direct bearing on the Company’s future results of operations and financial conditions are changes in project parameters as plans continue to be refined, interruptions in the supply of fresh tailings from El Teniente, further delays in the extraction of tailings from the Colihues tailings impoundment, a change in government policies, competition, currency fluctuations and restrictions and technological changes, among other things. Should one or more of any of the aforementioned risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from any conclusions, forecasts or projections described in the Forward-Looking Information. Accordingly, readers are advised not to place undue reliance on Forward-Looking Information. Except as required under applicable securities legislation, the Company undertakes no obligation to publicly update or revise Forward-Looking Information, whether as a result of new information, future events or otherwise.