August 25, 2014
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC - Peregrine Diamonds Ltd. (“Peregrine” or the “Company”)
announced that it has filed and received regulatory approval for a final
prospectus in each of the provinces and territories of Canada (other
than Québec) for an offering of rights (the “Offering”) to holders of
common shares of the Company to raise approximately $15.1 million in
gross proceeds. The Company intends to use the net proceeds of the
Offering for the Company’s 2014 Chidliak summer field program and to
advance the 2015 Chidliak bulk sample program, as well as to make the
final payment of $2.5 million owed to BHP Billiton.
Shareholders of Peregrine will receive one right (a “Right”) for each
common share (“Share”) held. Two Rights will entitle the holder to
purchase one unit (“Unit”) at $0.21 per Unit. Each Unit will be
comprised of one Share and one common share purchase warrant
(“Warrant”). Each Warrant will be exercisable for one Share at a price
of $0.21 per Share for six months from the date of closing of the
Offering. The Offering will include an additional subscription
privilege under which shareholders who fully exercise their Rights will
be entitled to subscribe for additional Shares, if available, that were
not otherwise subscribed for in the Offering.
Mr. Eric Friedland (Peregrine’s Chairman and CEO), Newstar Securities
SRL (a company wholly owned by Mr. Robert Friedland), and Goodman
Merchant Capital Inc. (managed by Mr. Ned Goodman) (collectively, the
“Standby Purchasers”) have entered into a Standby Purchase Agreement
with Peregrine pursuant to which the Standby Purchasers have severally
agreed to purchase all Units that are not otherwise subscribed for under
the Offering on the terms contained in the Standby Purchase Agreement.
The Company has agreed to pay the Standby Purchasers a fee equal to 3%
of the aggregate gross proceeds of the Offering excluding proceeds from
the Standby Purchasers’ exercise of their Basic Subscription Privilege.
Keys terms in the prospectus for the Offering include:
- Each Peregrine shareholder, subject to restrictions imposed by
applicable securities laws, will receive one transferable Right for each
Share owned as of September 9, 2014, the record date of the Offering.
- Two Rights will entitle the holder to purchase one Unit of
Peregrine at $0.21. Each Unit will be comprised of one Share and one
Warrant. Each Warrant will be exercisable for one Share at a price of
$0.21 for six months from the date of closing of the Offering.
- Approximately 71,921,597 Shares are expected to be issued under
the Offering, which would represent 50% of Peregrine’s currently
outstanding Shares. In the event of exercise of all of the Warrants, a
further 71,921,597 Shares would be issued for proceeds of $15.1 million,
representing a further 50% of Peregrine’s current outstanding Shares.
- Shareholders who do not exercise all of their Rights will have
their present ownership interests in Peregrine, as a percentage of the
total outstanding Shares, reduced as a result of the Offering.
- Peregrine expects the final prospectus relating to the Offering
to be mailed to shareholders eligible to participate in the Offering on
or about September 12, 2014.
- The Rights will expire at 2:00 p.m. (Pacific Daylight Time) on October 6, 2014.
- The Rights will be listed and posted for trading on the Toronto
Stock Exchange with trading expected to begin on or about September 5,
Details concerning the Offering and the procedures to be followed by
shareholders are contained in the final prospectus and other documents
which Peregrine has filed with Canadian securities regulatory
authorities. These documents are available on SEDAR on www.sedar.com
This news release does not constitute an offer to sell or the
solicitation of an offer to buy the securities in any jurisdiction. The
securities being offered have not been approved or disapproved by any
securities regulatory authority.
No U.S. Registration
This news release does not constitute an offer to sell, or the
solicitation of an offer to buy securities in any jurisdiction,
including the United States. The securities offered under the Rights
Offering will n