Toronto, Ontario: April 6, 2010 – Lydian International Limited (“Lydian” or the “Company”) is pleased to announce that is has entered into an underwriting agreement with a syndicate of underwriters (the “Underwriters”) co-led by Cormark Securities Inc. and Dundee Securities Corporation and including Canaccord Capital Corporation and Dahlman Rose & Company, LLC (who are participating only with respect to sales on an exempt basis in the United States) to complete its previously announced offering (the "Offering") of ordinary shares. Pursuant to the underwriting agreement, the Underwriters have agreed to purchase 13,700,000 ordinary shares of the Company at a price of $0.73 per share, for aggregate gross proceeds of $10,001,000. The Company has also granted the Underwriters an option exercisable in whole or in part at the discretion of the underwriters, for a period of 30 days from the closing date of the Offering, to purchase up to 2,055,000 additional ordinary shares at the offering price of $0.73 per share to cover over-allotments, if any. A preliminary short form prospectus was previously filed in connection with the Offering with the securities regulators in all the Provinces of Canada (except Quebec), as previously announced by the Company, and the Company expects to file the final short form prospectus in respect of the Offering on or before April 7, 2010.
The Company expects to complete its previously announced private placement (the “IFC Placement”) with International Finance Corporation concurrently with the closing of the Offering, which is expected to be on April 14, 2010. Under the terms of the IFC Placement, the Company expects to issue an aggregate of 2,436,575 ordinary shares for gross proceeds of $1,778,700.
The Offering and the IFC Placement are subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Toronto Stock Exchange and, with respect to the Offering, the securities regulatory authorities.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful. The securities have not been registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.
For further information please contact:
+44 (0) 1534 747 890
This press release contains forward-looking statements regarding the proposed offering and the use of proceeds. The words “expected”, “intends”, “will” and similar words and expressions identify the forward-looking statements. These forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results or developments to differ materially from those expressed by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to: the expected completion of the Offering and the IFC Placement, our financial condition and operations, market metal prices, current global financial conditions, and regulatory approvals. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management at the date of such statements, are inherently subject to significant business, economic, social, political and competitive uncertainties and contingencies. The material factors and assumptions that were applied in making the forward-looking statements in this press release include but are not limited to: the conditions to the Offering and the IFC Placement being satisfied, being able to obtain all necessary regulatory approvals and the offering being completed. For additional information with respect to risks, uncertainties and assumptions, please also refer to the “Risk Factors” in the preliminary short form prospectus dated March 25, 2010 filed on SEDAR at www.sedar.com under Lydian’s profile. These forward-looking statements are made as of the date of this press release only and Lydian does not assume any obligation to update or revise them to reflect new information, estimates or opinions, future events or results or otherwise, except as required by applicable law.