Not for distribution to United States newswire services or for dissemination in the United States
TORONTO, Ontario, November 15, 2010 – Lydian International Ltd. (TSX: LYD) (“Lydian” or “the Company”), a gold-focused mineral exploration and development company, is pleased to announce that International Finance Corporation (“IFC”), a member of the World Bank Group, has agreed to purchase from the Company an aggregate of 1,527,282 ordinary shares of the Company at a price of $2.13 per share, for gross proceeds of CAD $3,253,110.66 on a private placement basis (the “IFC Placement”). The IFC Placement, which is expected to close on November 15, 2010, follows the exercise by IFC of its pre-emptive rights related to the Company’s bought deal offering, pursuant to which it sold 9,315,000 ordinary shares of the Company to a syndicate of investment dealers at a purchase price of $2.13 per share, for aggregate gross proceeds of $19,840,950 on October 26, 2010.
The Company intends to use the net proceeds of the IFC Placement for drilling and pre-feasibility studies at its Amulsar gold project in Armenia, for gold exploration elsewhere and for general corporate purposes.
“We continue to enjoy support from IFC” said Tim Coughlin, Lydian’s President and CEO “Lydian places serious emphasis on developing its projects to a high standard and are working with IFC to help ensure we follow best practice management of environmental and social issues”
IFC, an insider of the Company, currently holds 11,548,331 ordinary shares and 7,311,758 ordinary share purchase warrants, representing approximately 12.5% on a non diluted basis and 19.0% on a fully diluted basis of the ordinary shares currently outstanding. Upon completion of the IFC Placement, IFC will hold 13,075,613 ordinary shares and 7,311,758 ordinary share purchase warrants, representing approximately 14.0% on a non diluted basis and 18.7% on a fully diluted basis of the ordinary shares outstanding.
IFC will acquire the above-noted ordinary shares of the Company for investment purposes and it may, depending on market and other conditions, increase its beneficial ownership, control or direction over the ordinary shares or other securities of the Company, through market transactions, private agreements, treasury issuances, exercise of convertible securities or otherwise.
The securities will be distributed to IFC pursuant to an exemption from prospectus requirements as set out in Section 2.10 of National Instrument 45-106 - Prospectus and Registration Exemptions and will be subject to a hold period of four months and one day from the issue date of the securities. 2
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The common shares will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements.
Caution regarding forward-looking information:
This news release may contain certain information that constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate” 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 at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other geological data, fluctuating metal prices and other factors described above and in the Company’s most recent annual information form under the heading “Risk Factors” which has been filed electronically by means of the Canadian Securities Administrators’ website located at www.sedar.com. The Company disclaims any obligation to update or revise any forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.
For further information please contact:
Steve Smith Investor Relations Manager
+44 (0)1534 715472
+44 (0)7829 848420