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- 40FR12B Initial registration of securities (Canada)
- 99.1 Audited Financial Statements of the Registrant and the Notes Thereto for the Fiscal Year Ended December 31, 2010 Together with the Report of the Auditors Thereon (February 24, 2011)
- 99.2 Certification of Annual Filings - CFO (March 30, 2011)
- 99.3 Certification of Annual Filings - CEO (March 30, 2011)
- 99.4 Reconciliation of Canadian Generally Accepted Accounting Principles to United States Generally Accepted Accounting Principles
- 99.5 Management's Discussion and Analysis for the Fiscal Year Ended December 31, 2010 (February 23, 2011)
- 99.6 Interim Financial Statements of the Registrant for the Three and Six Months Ended June 30, 2011 (August 10, 2011)
- 99.7 Interim Financial Statements of the Registrant for the Three and Six Months Ended June 30, 2011 (August 10, 2011)
- 99.8 Management's Discussion and Analysis for the Three and Six Months Ended June 30, 2011 (August 10, 2011)
- 99.9 Certification of Interim Filings - CFO (August 10, 2011)
- 99.10 Certification of Interim Filings - CEO (August 10, 2011)
- 99.11 Interim Financial Statements of the Registrant for the Three Months Ended March 31, 2011 (May 16, 2011)
- 99.12 Management's Discussion and Analysis for the Three Months Ended March 31, 2011 (May 16, 2011)
- 99.13 Certification of Interim Filings - CFO (May 17, 2011)
- 99.14 Certification of Interim Filings - CEO (May 17, 2011)
- 99.15 Interim Financial Statements of the Registrant for the Nine Months Ended September 30, 2010 (November 9, 2010)
- 99.16 Management's Discussion and Analysis for the Nine Months Ended September 30, 2010 (November 9, 2010)
- 99.17 Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-venture Issuer - CFO (November 9, 2010)
- 99.18 Certification of Interim Filings Following an Initial Public Offering, Reverse Takeover or Becoming a Non-venture Issuer - CEO (November 9, 2010)
- 99.19 Interim Financial Statements of the Registrant for the Six Months Ended June 30, 2010 (July 27, 2010, 2010)
- 99.20 Management's Discussion and Analysis for the Registrant Six Months Ended June 30, 2010 (July 27, 2010)
- 99.21 Certification of Interim Filings - CFO (July 27, 2010)
- 99.22 Certification of Interim Filings - CEO (July 27, 2010)
- 99.23 Interim Financial Statements of the Registrant for the Three Months Ended March 31, 2010 (May 25, 2010)
- 99.24 Management's Discussion and Analysis for the Registrant Three Months Ended March 31, 2010 (May 25, 2010)
- 99.25 Certification of Interim Filings - CFO (May 25, 2010)
- 99.26 Certification of Interim Filings - CEO (May 25, 2010)
- 99.27 Annual Information Form of the Registrant for the Year Ended December 31, 2009 (April 30, 2010)
- 99.28 Audited Financial Statements of the Registrant and the Notes Thereto for the Fiscal Year Ended December 31, 2009 Together with the Report of the Auditors Thereon (April 30, 2010)
- 99.29 Management's Discussion and Analysis for the Fiscal Year Ended December 31, 2009 (April 30, 2010)
- 99.30 Certification of Annual Filings - CFO (April 30, 2010)
- 99.31 Certification of Annual Filings - CEO (April 30, 2010)
- 99.32 Business Acquisition Report (September 24, 2010)
- 99.33 Notice of the Meeting and Record Date (July 18, 2011)
- 99.34 Report of Voting Results (May 19, 2011)
- 99.35 Form of Proxy (April 18, 2011)
- 99.36 Management Information Circular (April 18, 2011)
- 99.37 Voting Instruction Form (April 18, 2011)
- 99.38 Notice of Meeting (April 18, 2011)
- 99.39 Annual Report (April 18, 2011)
- 99.40 Notice of the Meeting and Record Date (March 1, 2011)
- 99.41 Form of Proxy (June 4, 2010)
- 99.42 Management Information Circular (June 4, 2010)
- 99.43 Notice of Meeting (June 4, 2010)
- 99.44 Notice of the Meeting and Record Date (May 3, 2010)
- 99.45 Consent of Qualified Person (Ni 43-101) (June 4, 2010)
- 99.46 Voting Instruction Form (June 4, 2010)
- 99.47 Other (June 4, 2010)
- 99.48 Material Change Report (July 20, 2011)
- 99.49 Material Change Report (August 16, 2010)
- 99.50 Material Change Report (July 20, 2010)
- 99.51 Material Change Report (July 8, 2010)
- 99.52 Material Change Report (June 4, 2010)
- 99.53 News Release (July 14, 2011)
- 99.54 News Release (July 6, 2011)
- 99.55 News Release (July 5, 2011)
- 99.56 News Release (June 27, 2011)
- 99.57 News Release (June 6, 2011)
- 99.58 News Release (May 19, 2011)
- 99.59 News Release (May 18, 2011)
- 99.60 News Release (May 18, 2011)
- 99.61 News Release (May 17, 2011)
- 99.62 News Release (May 2, 2011)
- 99.63 News Release (April 18, 2010)
- 99.64 News Release (March 31, 2011)
- 99.65 News Release (March 21, 2011)
- 99.66 News Release (March 7, 2011)
- 99.67 News Release (February 24, 2011)
- 99.68 News Release (January 31, 2011)
- 99.69 News Release (January 27, 2011)
- 99.70 News Release (January 17, 2011)
- 99.71 News Release (November 11, 2010)
- 99.72 News Release (October 19, 2010)
- 99.73 News Release (September 20, 2010)
- 99.74 News Release (September 14, 2010)
- 99.75 News Release (August 26, 2010)
- 99.76 News Release (August 19, 2010)
- 99.77 News Release (August 17, 2010)
- 99.78 News Release (August 6, 2010)
- 99.79 News Release (August 6, 2010)
- 99.80 News Release (August 5, 2010)
- 99.81 News Release (July 30, 2010)
- 99.82 News Release (July 27, 2010)
- 99.83 News Release (July 20, 2010)
- 99.84 News Release (July 9, 2010)
- 99.85 News Release (July 8, 2010)
- 99.86 News Release (June 28, 2010)
- 99.87 News Release (June 18, 2010)
- 99.88 News Release (June 7, 2010)
- 99.89 News Release (June 2, 2010)
- 99.90 News Release (April 23, 2010)
- 99.91 News Release (April 19, 2010)
- 99.92 Material Document (July 20, 2011)
- 99.93 Material Document (July 20, 2011)
- 99.94 Material Document (July 20, 2011)
- 99.95 Material Document (July 20, 2011)
- 99.96 Material Document (July 20, 2011)
- 99.97 Security Holders Documents (July 7, 2011)
- 99.98 Material Document (August 19, 2010)
- 99.99 Material Document (August 17, 2010)
- 99.100 Material Document (August 16, 2010)
- 99.101 Material Document (August 16, 2010)
- 99.102 Material Document (August 16, 2010)
- 99.103 Material Document (August 16, 2010)
- 99.104 Security Holders Documents (August 9, 2010)
- 99.105 Security Holders Documents (August 9, 2010)
- 99.106 Security Holders Documents (August 9, 2010)
- 99.107 Material Document (August 9, 2010)
- 99.108 Material Document (August 9, 2010)
- 99.109 Material Document (August 9, 2010)
- 99.100 Material Document (August 9, 2010)
- 99.111 Material Document (August 9, 2010)
- 99.112 Material Document (July 20, 2010)
- 99.113 Material Document (July 20, 2010)
- 99.114 Material Document (July 8, 2010)
- 99.115 Material Document (June 4, 2010)
- 99.116 Code of Conduct (May 26, 2010)
- 99.117 Other (April 19, 2010)
- 99.118 Technical Report (Ni 43-101) (March 30, 2011)
- 99.119 Consent of Qualified Person (Ni 43-101) - Consent of Watts (March 30, 2011)
- 99.120 Consent of Qualified Person (Ni 43-101) - Consent of Spring (March 30, 2011)
- 99.121 Technical Report (Ni 43-101) (July 9, 2010)
- 99.122 Consent of Qualified Person (Ni 43-101) - Consent of Watts (July 9, 2010)
- 99.123 Consent of Qualified Person (Ni 43-101) - Consent of Spring (July 9, 2010)
- 99.124 Technical Report (Ni 43-101) (June 2, 2010)
- 99.125 Consent of Qualified Person (Ni 43-101) - Consent of Watts (June 2, 2010)
- 99.126 Consent of Qualified Person (Ni 43-101) - Consent of Spring (June 2, 2010)
- 99.127 Reconciliation of Canadian Generally Accepted Accounting Principles to United States Generally Accepted Accounting Principles
- 99.128 Final Short Form Prospectus, Including Audited Carve Out Combined Financial Statements of the Operations to Be Acquired by Mala Noche Resources Corp.
- 99.129 Consent Letter(s) of Other Expert(s) - Consent of Trinder (July 9, 2010)
- 99.130 Consent Letter(s) of Other Expert(s) - Consent of Watts (July 9, 2010)
- 99.131 Consent Letter(s) of Other Expert(s) - Consent of Lee (July 9, 2010)
- 99.132 Consent Letter(s) of Other Expert(s) - Consent of Spring (July 9, 2010)
- 99.133 Consent Letter of Underwriters' Legal Counsel - Consent of Blake, Cassels & Graydon LLP (July 9, 2010)
- 99.134 Consent Letter of Issuer's Legal Counsel - Consent of Lang Michener LLP (July 9, 2010)
- 99.135 Auditors' Consent Letter - Consent of Deloitte & Touche LLP (July 9, 2010)
- 99.136 Underwriting Agreement (July 9, 2010)
- 99.137 Preliminary Short Form Prospectus (June 7, 2010)
- 99.138 Consent of Deloitte & Touche LLP Dated August 10, 2011
- 99.139 Consent of Deloitte & Touche LLP Dated August 10, 2011
- 99.140 Consent of Gordon Watts Dated August 10, 2011
- 99.141 Consent of Velasquez Spring Dated August 10, 2011
- 99.142 Consent of Felix N. F. Lee Dated August 10, 2011
- 99.143 Consent of Ian D. Trinder Dated August 10, 2011
885 West Georgia St. 15th Floor Vancouver, BC V6C 3E8 Canada Tel: (+1) 604-895-7465 |
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION IN THE UNITED STATES OR TO U.S. NEWS AGENCIES
For Immediate Release | TSX-V: MLA |
MALA NOCHE RESOURCES CORP. PRICES OFFERING AND
OBTAINS RECEIPT FOR FINAL PROSPECTUS
Vancouver, British Columbia – July 9, 2010 – Mala Noche Resources Corp. (“Mala Noche” or the “Company”) (TSX-V:MLA) announced today that it has received a receipt for its final short form prospectus filed in respect of the previously announced fully marketed public offering of subscription receipts (the "Offering"). The Company entered into an underwriting agreement today with a syndicate of underwriters led by Canaccord Genuity Corp. (the "Underwriters"). Pursuant to the underwriting agreement, the Underwriters have agreed to purchase 50 million subscription receipts of the Company ("Subscription Receipts") at a price of $6.00 per Subscription Receipt for gross proceeds of $300 million.
Each Subscription Receipt will entitle the holder thereof to acquire, for no additional consideration, one post-consolidation common share of Mala Noche (an “Underlying Share”) and 0.4 of a common share purchase warrant (the “Underlying Warrants”). Each whole warrant, which will have a term of five years, will permit the holder to acquire one common share of the Company at a price of $8.00 per share. The Subscription Receipts will automatically convert into Underlying Shares and Underlying Warrants on Mala Noche completing the acquisition of the San Dimas mines and related assets from subsidiaries of Goldcorp Inc. (the “Acquisition”).
The Company has agreed to grant the Underwriters an over-allotment option, exercisable in whole or in part, to purchase up to 7.5 million additional Subscription Receipts at any time on or prior to the date that is 30 days following the closing of the Offering. If this option is exercised in full, the aggregate gross proceeds of the Offering will be $345 million.
The net proceeds of the Offering will be used to finance the Acquisition and to provide working capital. The Company will consolidate all of its common shares on a 20 to one basis immediately prior to the closing of the Acquisition.
The Offering is expected to close on or about July 20, 2010 and is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and stock exchange approvals, including the approval of the TSX Venture Exchange and the applicable securities regulatory authorities.
The final short form prospectus will be available under the Company’s profile on the SEDAR website at www.sedar.com.
About Mala Noche
Mala Noche Resources Corp. is a Canadian-based mineral resource company focused on precious metals, particularly gold and silver. The Company is focused on building a precious metals portfolio in the Americas by acquiring producing or near-term producing mineral properties.
On June 2, 2010, Mala Noche announced that it had entered into a binding letter agreement with subsidiaries of Goldcorp Inc. to acquire the San Dimas gold-silver mine, and such letter agreement was amended on July 7, 2010. The agreement is subject to a number of conditions, including the completion of an appropriate financing by Mala Noche.
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About San Dimas
The San Dimas gold-silver deposit is one of the most significant precious metal deposits in Mexico. San Dimas consists of three underground gold-silver mines located in Mexico’s San Dimas district, on the border of Durango and Sinaloa states. San Dimas produced 113,000 ounces of gold and 5.1 million ounces of silver in 2009. The deposit was first mined in 1757 with historical production from the San Dimas district estimated at 11 million ounces of gold and 582 million ounces of silver, affirming it as a world class epithermal mining district.
Mala Noche’s website is www.malanocheresources.com.
These securities may not be sold nor may offers to buy be accepted prior to the issuance of a receipt for the final short form prospectus from all applicable Canadian jurisdictions.
The securities offered have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States or to United States persons absent registration or any applicable exemption from the registration requirement of the U.S. Securities Act and applicable U.S. state securities laws. This release does not constitute an offer to sell, or the solicitation of an offer to buy securities in the United States, nor will there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
For further information, please contact:
Wade Nesmith
Executive Chairman
Tel: (604) 895-7464
wnesmith@primeromining.com
Joseph F. Conway
President & CEO
Tel: (416) 572 2162
jconway@malanocheresources.com
Tamara Brown
VP, Investor Relations
Tel: (416) 572 2752
tbrown@malanocheresources.com
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION
This news release contains certain statements that may be deemed “forward-looking statements such as references to acquisition of producing assets. Forward-looking statements are statements that are not historical facts and are generally, but not always, identified by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential” and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur. Forward-looking statements are based on the beliefs, estimates and opinions of Mala Noche’s management on the date the statements are made. Mala Noche undertakes no obligation to update these forward-looking statements in the event that management’s beliefs, estimates or opinions, or other factors, should change, except as required by law.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR FOR RELEASE, PUBLICATION, OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
Completion of the Acquisition is subject to a number of conditions. There can be no assurance that the transaction will be completed as proposed or at all. Trading in the securities of Mala Noche Resources Corp. should be considered highly speculative.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
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