Mongolia Growth Group Ltd. Announces Private Placement Offering
Not for distribution to U.S. newswire services or for dissemination in the United States.
Calgary, Alberta CANADA, May 24, 2011 /FSC/ - Mongolia Growth Group Ltd. (YAK - CNSX),("MGG" or "the Company") is pleased to announce a non-brokered "commercially reasonable efforts" private placement offering ("Offering") of units ("Units") to raise gross proceeds of up to CDN$ 20 million with a CDN$ 15 million overallotment for aggregate proceeds of up to CDN$ 35 million. Each Unit will be priced at CDN$ 4.00 and consist of one common share ("Common Share") of the Company and one-half of one Common Share purchase warrant ("Warrant"), where each whole Warrant is exercisable at CDN$ 5.25 to purchase one Common Share for a term of 24 months from the closing date. In the event that the Common Shares trade at a volume weighted average price of CDN$ 7.00 for a period of at least ten (10) consecutive trading days following the closing of the Offering, the Company may within five (5) days after such an event, provide notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is thirty (30) days after the date of the notice to the Warrant holders.
Harris Kupperman, Chairman and CEO of The Company has indicated his intention to subscribe for CDN$ 500,000 or 125,000 Units. A member of the board has also indicated his intention to subscribe for a similar number of Units in the Offering, which will be set-out in a material change report filed on SEDAR once known.
A director and an officer of The Company will acquire Shares under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to nor the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The Company intends to use the proceeds to purchase leasable real estate, take advantage of investment opportunities and general corporate purposes.
The Offering is scheduled to close on or about June 10, 2011 (the "Closing Date"), and is subject to certain conditions, including but not limited to, receipt of all necessary approvals including the approval of the CNSX Exchange and the securities regulatory authorities.
The Common Shares and the Warrants issued in connection with this Offering will be subject to a four-month hold period from the Closing Date, as prescribed by the CNSX exchange and applicable securities laws.
For further information, please visit the Company's website at www.mongoliagrowthgroup.com.
Or contact: Genevieve Walkden, VP Corporate Development
info@mongoliagrowthgroup.com
(807) 621-0711
or
Matt Aiken, Chief Financial Officer
MAiken@mongoliagrowthgroup.com
(807) 629-1615
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CNSX, changes in the business environment that might impact the intended use of proceeds and changes in the intention of the parties to subscribe to the private placement. There are uncertainties inherent in forward-looking information, including factors beyond MGG's control. MGG undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in MGG's filings with Canadian securities regulators, which filings are available at www.sedar.com. The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
To view this press release as a web page, click onto the link below:
www.usetdas.com/PR/mongolia24052011.htm
Source: Mongolia Growth Group Ltd. (CNSX - YAK)
Maximum News Dissemination by Filing Services Canada Inc. http://www.usetdas.com
Calgary, Alberta CANADA, May 24, 2011 /FSC/ - Mongolia Growth Group Ltd. (YAK - CNSX),("MGG" or "the Company") is pleased to announce a non-brokered "commercially reasonable efforts" private placement offering ("Offering") of units ("Units") to raise gross proceeds of up to CDN$ 20 million with a CDN$ 15 million overallotment for aggregate proceeds of up to CDN$ 35 million. Each Unit will be priced at CDN$ 4.00 and consist of one common share ("Common Share") of the Company and one-half of one Common Share purchase warrant ("Warrant"), where each whole Warrant is exercisable at CDN$ 5.25 to purchase one Common Share for a term of 24 months from the closing date. In the event that the Common Shares trade at a volume weighted average price of CDN$ 7.00 for a period of at least ten (10) consecutive trading days following the closing of the Offering, the Company may within five (5) days after such an event, provide notice to the Warrant holders of early expiry and thereafter, the Warrants will expire on the date which is thirty (30) days after the date of the notice to the Warrant holders.
Harris Kupperman, Chairman and CEO of The Company has indicated his intention to subscribe for CDN$ 500,000 or 125,000 Units. A member of the board has also indicated his intention to subscribe for a similar number of Units in the Offering, which will be set-out in a material change report filed on SEDAR once known.
A director and an officer of The Company will acquire Shares under the private placement. Any such participation would be considered to be a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The transaction will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market value of any shares issued to nor the consideration paid by such persons will exceed 25% of the Company's market capitalization.
The Company intends to use the proceeds to purchase leasable real estate, take advantage of investment opportunities and general corporate purposes.
The Offering is scheduled to close on or about June 10, 2011 (the "Closing Date"), and is subject to certain conditions, including but not limited to, receipt of all necessary approvals including the approval of the CNSX Exchange and the securities regulatory authorities.
The Common Shares and the Warrants issued in connection with this Offering will be subject to a four-month hold period from the Closing Date, as prescribed by the CNSX exchange and applicable securities laws.
For further information, please visit the Company's website at www.mongoliagrowthgroup.com.
Or contact: Genevieve Walkden, VP Corporate Development
info@mongoliagrowthgroup.com
(807) 621-0711
or
Matt Aiken, Chief Financial Officer
MAiken@mongoliagrowthgroup.com
(807) 629-1615
Forward-looking Information Cautionary Statement
Except for statements of historic fact, this news release contains certain forward-looking information within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking statements are based on the opinions and estimates of management relying on their experience at the date the statements are made, and are subject to a variety of risks, uncertainties and other factors that could cause actual events or results to differ materially from those anticipated in the forward-looking statements including, but not limited to delays or uncertainties with regulatory approvals, including that of the CNSX, changes in the business environment that might impact the intended use of proceeds and changes in the intention of the parties to subscribe to the private placement. There are uncertainties inherent in forward-looking information, including factors beyond MGG's control. MGG undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change except as required by law. The reader is cautioned not to place undue reliance on forward-looking statements. Additional information identifying risks and uncertainties that could affect financial results is contained in MGG's filings with Canadian securities regulators, which filings are available at www.sedar.com. The CNSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
To view this press release as a web page, click onto the link below:
www.usetdas.com/PR/mongolia24052011.htm
Source: Mongolia Growth Group Ltd. (CNSX - YAK)
Maximum News Dissemination by Filing Services Canada Inc. http://www.usetdas.com
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