NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
May 29, 2012, Vancouver, British Columbia - GoldQuest Mining Corp. (the “Company”) (TSX VENTURE:GQC) is pleased to announce that it has entered into an agreement with Dundee Securities Ltd. (the “Lead Underwriter”) on behalf of a syndicate of Underwriters including Stifel Nicolaus Canada Inc., Canaccord Genuity Corp. and Raymond James Ltd. (the “Underwriters”) under which the Underwriters have agreed to purchase, on a bought deal private placement basis, 11,112,000 common shares (the “Shares”) at a price per Share of $0.45 for total gross proceeds of $5,000,400 (the “Offering”). The Underwriters have been granted the option (the “Option”) to purchase up to an additional 15% of the Offering, exercisable in whole or in part at any time up to 48 hours before the closing of the Offering (the “Closing Date”).
In connection with the Offering, the Underwriters will receive a cash commission equal to 6.0% of the gross proceeds raised under the Offering (inclusive of the Option) and that number of non-transferable broker warrants (“Broker Warrants”) as is equal to 6.0% of the number of Offered Securities sold (inclusive of the Option). Each Broker Warrant will be exercisable into one Share of the Company, for a period of 24 months from the Closing Date at a price of $0.45 per Share.
Closing of the Offering is scheduled for on or about June 20, 2012. All securities issued will be subject to a statutory four month hold period. The Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals.
The net proceeds will be used to advance the exploration and development of the Company’s gold assets in the Dominican Republic and for general corporate purposes.
GoldQuest is a Canadian based mineral exploration company with projects in the Dominican Republic traded on the TSX-V under the symbol GQC.V and in Frankfurt/Berlin with symbol M1W, with 110,108,601 shares outstanding (126,766,851 on a fully diluted basis).
This news release contains certain statements that may be deemed "forward-looking statements". All statements in this release, other than statements of historical fact, that address events or developments that GoldQuest expects to occur, are forward- looking statements.
Forward looking statements are statements that are not historical facts and are generally, but not always, identified by the words "expects", "plans", "anticipates", "believes", "intends", "estimates", "projects", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. Although GoldQuest believes the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements are not guarantees of future performance and actual results may differ materially from those in forward-looking statements. Factors that could cause the actual results to differ materially from those in forward-looking statements include market prices, exploitation and exploration success, continued availability of capital and financing and general economic, market or business conditions. Investors are cautioned that any such statements are not guarantees of future performance and actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements are based on the beliefs, estimates and opinions of GoldQuest's management on the date the statements are made. GoldQuest undertakes no obligation to update these forward-looking statements in the event that management's beliefs, estimates or opinions, or other factors, should change, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
GoldQuest Mining Corp.
President & Chief Executive Officer
GoldQuest Mining Corp.
Sebastian de Kloet
Investor Relations - Toronto