November 1, 2011
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Peregrine Diamonds Ltd. (“Peregrine” or the “Company”) is pleased to
announce that it will be offering rights to holders of its common shares
of record at the close of business on November 14, 2011 (the “Record
Date”), expiring December 6, 2011 (“Expiry Date”). The offering will be
made in all of the provinces of Canada and in such other jurisdictions
where the Company is eligible to make such offering. All of Peregrine’s
executive officers and directors intend to fully participate in the
Shareholders of record on November 14, 2011 will receive one right for
each common share held. Seven (7) rights will entitle the holder to
purchase one unit (“Unit”) at a price of $0.85 per Unit. Each Unit will
be comprised of one common share and one half of a common share
purchase warrant (“Warrant”). Each whole Warrant will entitle the
holder to purchase one common share for a term of two years following
the Expiry Date of the rights offering at a price of $2.00. Exercise of
the rights and purchase of the Units must be completed by 5:00 p.m.
(Toronto time) on the Expiry Date. Shareholders who fully exercise
their rights are entitled to subscribe pro rata for additional Units, if
available, that were not subscribed for initially on or before the
Expiry Date. A fully subscribed rights offering will raise gross
proceeds of $11,793,444, which will be used for exploration expenses on
the Company’s mineral properties and general working capital.
The common shares of the Company are expected to commence trading on the
TSX on an ex-rights basis at the opening of business on November 9,
2011, meaning that common shares purchased on, or following that date
will not be entitled to receive the rights under this offering. At that
time, the rights are expected to be posted for trading on the TSX on a
“when issued” basis and will thereafter trade under the symbol “PGD.RT”.
Trading of the rights is expected to continue until 12:00 noon
(Toronto time) on the Expiry Date.
A rights offering circular together with rights certificates will be
mailed to eligible shareholders on or about the Record Date. Registered
shareholders wishing to exercise their rights must forward the completed
rights certificates, along with the applicable funds to Computershare
Investor Services Inc. by the Expiry Date. Shareholders who own their
shares through an intermediary, such as a bank, trust company,
securities dealer or broker, will receive materials and instructions
from their intermediary.
No U.S. Registration
The securities offered will not be or have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), or the
securities laws of any state of the United States, and may not be
offered or sold in the United States or to, or for the account or
benefit of, any U.S. Person (as defined in Regulation S of the
Securities Act) or person in the United States, unless an exemption from
such registration requirements is available. Certain institutional
accredited investors in the United States will be permitted to
participate in the rights offering on a private placement basis upon
satisfying the Company that they qualify for an exemption from the
registration requirements of the Securities Act and any applicable
securities laws of any state of the United States. This press release
does not constitute an offer to sell or a solicitation of an offer to
buy any securities in the United States.
For further information, please contact Mr. Eric Friedland, CEO, Mr.
Brooke Clements, President, Mr. Mike Westerlund, VP Investor Relations,
or Peregrine Diamonds Investor Relations, at 604-408-8880 or at
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