Zenyatta closes IPO, begins TSX-V trading
Zenyatta Ventures Ltd (ZEN : TSX Venture)
Shares Issued 39,570,313
Thursday December 23 2010 - News Release
Mr. Aubrey Eveleigh reports
ZENYATTA VENTURES LTD. CLOSES INITIAL PUBLIC OFFERING, RAISING TOTAL GROSS PROCEEDS OF $9,926,459 AND COMMENCES TRADING ON TSX VENTURE EXCHANGE
Zenyatta has completed an initial public offering and its common shares have commenced trading on the TSX Venture Exchange under the symbol ZEN. The offering raised total gross proceeds of $9,926,459 through a syndicate of agents led by Jennings Capital Inc. and including GMP Securities L.P. (collectively, the "Agents").
On December 15, 2010, Zenyatta filed a final prospectus with the securities commissions and applicable regulatory bodies in each of the provinces of Canada other than Quebec, and had earlier received conditional approval to list Zenyatta's common shares on the TSXV. A copy of Zenyatta's prospectus can be viewed on SEDAR (www.sedar.com).
Pursuant to the Offering, Zenyatta raised total gross proceeds of $9,926,459 consisting of 11,197,600 common shares sold at a price of $0.60 per share for gross proceeds of $6,718,560, and 4,582,713 flow-through common shares sold at a price of $0.70 per share for gross proceeds of $3,207,899. A cash commission of $587,695 equal to 6.5% of the gross proceeds (other than proceeds from the subscription by Cliffs NRE, discussed below) was paid, and 929,845 Agents' Warrants equal to 6.5% of the shares sold (other than shares issued to Cliffs NRE, discussed below) were issued to the Agents. Each such Agents' Warrant entitles the holder to purchase one common share at $0.60 per share until December 23, 2012. The Agents also received $57,000 plus applicable HST and warrants to acquire 95,000 common shares as an advisory fee in connection with the Offering. Each such warrant entitles the holder to purchase one common share at $0.60 per share until December 23, 2012. Zenyatta also paid a cash commission of $148,897 equal to 1.5% of the gross proceeds, and issued 236,704 Compensation Warrants equal to 1.5% of the shares sold to Fox Collins Securities Inc., who acted as a consultant to Zenyatta in connection with the IPO. Each such Compensation Warrant entitles the holder to purchase one common share at $0.60 per share until December 23, 2012.
9,225,000 common shares and 4,027,000 warrants of Zenyatta held by Principals (as defined by the TSXV) of Zenyatta prior to completion of the Offering will be held in escrow; 10% of such securities were released upon completion of the Offering, and 15% every six months thereafter, subject to acceleration provisions provided for in National Policy 46-201 A Escrow for Initial Public Offerings. In addition 14,565,000 shares held by non-Principals prior to completion of the Offering will be subject to resale restrictions imposed by the TSXV. 150,000 of such shares will be subject to the release schedule noted above; 4,175,000 of such shares will be subject to a one-year hold period, with 20% released every three months, the first release on completion of the Offering; and 10,240,000 of such shares will be subject to a four-month hold period, with 20% released every month, the first release on completion of the Offering.
Zenyatta now has a total of 39,570,313 common shares issued and outstanding, and an additional 15,055,549 shares are subject to issuance pursuant to outstanding warrants and 2,275,000 shares are subject to issuance pursuant to stock options granted today, as disclosed below, for a total of 56,900,862 shares on a fully diluted basis.
Cliffs Natural Resources Exploration Inc., a wholly-owned subsidiary of Cliffs Natural Resources Inc. (NYSE:CLF), an international mining and natural resource company, acquired 1,475,000 shares of Zenyatta for an aggregate purchase price of $885,000 pursuant to the offering, and now holds 4,675,000 shares of Zenyatta representing 11.8% of Zenyatta's outstanding shares. For the purposes of National Instrument 62-103 early warning reporting, Cliffs Natural Resources Exploration Inc. acquired the shares pursuant to an Option Agreement to which Cliffs Natural Resources Exploration Inc. and Zenyatta are parties and for investment purposes may, from time to time, acquire additional securities of Zenyatta or dispose of such securities as it may deem appropriate. Cliffs Natural Resources Exploration Inc.'s address is c/o Cliffs Natural Resources Inc., 200 Public Square, Suite 3400 Cleveland, OH 44114, and a copy of the applicable early warning report can be obtained from counsel to Cliffs Natural Resources Exploration Inc., Lawson Lundell LLP, Attention Randall Chatwin at (604) 685-3456 or under Zenyatta's profile on SEDAR at www.sedar.com.
Net proceeds from the offering will be used to conduct an extensive two-phase exploration program on Zenyatta's Albany Project located in the "Arc of Fire" region within the Porcupine Mining District of northern Ontario (north of Lake Superior and west of James Bay) over the next twenty four months, and for general working capital. The Albany Project is currently owned 25% by Zenyatta and 75% by Cliffs Natural Resources Exploration Canada Inc., another wholly-owned subsidiary of Cliffs Natural Resources Inc. Pursuant to an Option Agreement between Zenyatta, Cliffs Natural Resources Explorations Inc. and Cliffs Natural Resources Exploration Canada Inc., Zenyatta has the right to earn an additional 55% of the Albany Project.
The recommended two-phase exploration program on the Albany Project is to include geophysical modeling and a minimum of 22,000 metres of diamond drilling to test airborne magnetic and electro-magnetic anomalies. The proposed two-phase budget for exploration on the Albany Project is estimated to cost a total of $8,507,446; $5,083,263 in respect of the Phase I and $3,424,183 in respect of the Phase II.
The officers and directors of Zenyatta are Aubrey Eveleigh (President, Chief Executive Officer, Director), Tom Mustapic (Chief Financial Officer) Barry Allan (Director), Brian Davey (Director) and Clifford Davis (Director). The board of directors of Zenyatta have granted today to certain officers, directors, employees and consultants of Zenyatta stock options exercisable for an aggregate of 2,275,000 common shares of Zenyatta, at an exercise price of $0.60 per share for a period of five years from the date of grant.
Aubrey Eveleigh, President and Chief Executive Officer of Zenyatta, said, "I would like to thank our Board of Directors and management team, our agents Jennings Capital and GMP Securities, and our advisory team at Fox Collins for all of their hard work and support. We would like to welcome all new shareholders and look forward to developing lasting relationships as we actively explore the Albany Project."