|Bell Coast V.BCP -see news below|
Bell Coast to buy Sheep Mountain; placement arranged
2004-11-25 16:36 ET - News Release
Mr. Rahoul Sharan reports
SHEEP MOUNTAIN TERMS AMENDED; $3,000,500 FINANCING ARRANGED
Bell Coast Capital Corp. is proceeding with its due diligence of the Sheep Mountain uranium mines and properties held by US Energy Corp. and Crested Corp. doing business as USECC.
As part of its due diligence, Bell Coast and USECC have renegotiated the total acquisition cost of the Sheep Mountain project. Bell Coast will now make payments up to $4.05-million and four million shares of Bell Coast common stock to US Energy and Crested. The initial $100,000 is a non-refundable deposit. The balance of cash and the shares will be paid by installment through Dec. 29, 2007, starting when Bell Coast completes due diligence and the definitive agreement for Bell Coast to acquire a 50-per-cent interest in the properties is signed. In the event that uranium prices rise above $30 per pound for a period of 30 consecutive days, an additional $3-million (as opposed to $6-million previously) in cash will be paid to USECC and Crested. Bell Coast will be responsible for the first $500,000 of exploration at Sheep Mountain. This letter agreement remains subject to the approval of the TSX Venture Exchange.
Bell Coast has also signed an engagement letter with Canaccord Capital Corp., whereby Canaccord will act as agent, on a commercially reasonable efforts basis, to conduct a private placement to raise up to $3,000,500 for Bell Coast. The placement will consist of up to 17.65 million units at a price of 17 cents per unit. Each unit will consist of one common share of Bell Coast and one-half of one transferable share purchase warrant. Each whole warrant will be exercisable into one common share for a period of two years from closing at a price of 25 cents. This financing is subject to Canaccord's review of the proposed terms and conditions of the acquisition and its own due diligence and, in the event these matters are satisfactory to Canaccord, the financing will be scheduled to close concurrently with the acquisition of the interest in the Sheep Mountain project.
The offering will also include an overallotment option under which the agent may solicit and accept subscriptions for an additional six million units ($1.02-million) from purchasers. Canaccord will be paid an 8-per-cent cash commission and agent warrants equal to 10 per cent of the offering sold. Each agent warrant will be exercisable into a common share at 17 cents per share for a period of two years from closing.
The agent will also be paid a fee of 250,000 units having the same terms as the units offered and an administration fee of $5,000.
The proceeds of this financing will be used to finance the acquisition of 50 per cent of the Sheep Mountain uranium mines from USECC, to do further exploration work on the Sheep Mountain project and general working capital.
Bell Coast has retained the services of Stuart Wallis, PG, PGeo, of Roscoe Postle Associates Inc., to assist with its due diligence of the Sheep Mountain project.
We seek Safe Harbor.