Band-Ore Completes Financing.TORONTO Toronto (tərŏn`tō), city (1998 est pop. 2,400,000), provincial capital, S Ont., Canada, on Lake Ontario. Toronto is the largest city in Canada and since the 1970s has been one of the fastest-changing cities in North America, experiencing -- Band-Ore Resources Ltd. (the "Company")(TSX TSX Toronto Stock Exchange (TSE before April, 2002) TSX Transfer from Stack Pointer to Index TSX True Space Extension :BAN) is pleased to announce that on December December: see month. 30, 2005 it completed a private placement financing under which it issued 425,000 units of the Company (the "Units") at $0.20 per Unit, 300,000 "flow-through" units (the "Flow-Through Units") of the Company at $0.20 per Flow-Through Unit, and 325,000 common shares in the capital of the Company issued on a "flow-through" basis pursuant to the Income Tax Act (Canada Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of ) (each, a "Flow-Through Share") at $0.20 per Flow-Through Share for aggregate gross proceeds of $210,000.00 (the "Offering"). A 7% finders fee and 7% broker warrants is payable in regard to the issuance of the 300,000 flow through units. Each Unit is composed of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share of the Company (each, a "Warrant Share") at a price of $0.25 per Warrant Share until December 30, 2006. Each Flow-Through Unit is composed of one Flow-Through Share and one Warrant. Pursuant to the Offering, Thor Eaton, a director of the Company, purchased 350,000 Units and Wayne O'Connor, the President and Chief Executive Officer and a director of the Company, purchased 75,000 Units and 125,000 Flow-Through Shares. As a consequence, the participation of Thor Eaton and Wayne O'Connor in the Offering constitutes a "related party transaction" that is subject to Ontario Securities Commission The Ontario Securities Commission (OSC) is a regulatory agency which administers and enforces securities legislation in the Canadian province of Ontario. The OSC is an Ontario Crown corporation which reports to the Ontario legislature through the Minister of Finance. Rule 61-501 ("Rule 61-501"). As the Offering included a "flow-through" component and, therefore, had to close on or before December 31, 2005, the directors of the Company made the decision to proceed to close the Offering on December 30, 2005, which was less than 21 days following the initial press release announcing the Offering. The proceeds of the Offering will be used for ongoing exploration activities. For the latest information on Company activities see the press release dated December 7, 2005 on www.band-ore.com . Safe Harbour - Certain statements in this document constitute "forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. " within the meaning of the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company, to be materially different from any future results, performance or achievements expressed by such forward-looking statements. Such factors include, among others, exploration works as detailed within may not be continually con·tin·u·al adj. 1. Recurring regularly or frequently: the continual need to pay the mortgage. 2. successful, that by virtue of exploration there is never a guarantee of economic or profitable outcomes; that exploration companies may have a history of operating losses operating loss The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income. and no guarantee of future profitability or uncertainty of access to additional capital, environmental liability claims and insurance; dependence on and priority conflicts joint-venture partners; should the company profiled herein seek such a partner. S.E.C. EXEMPTION: #82-4233 SHARES: 39,673,147 Band-Ore Resources Ltd. (TSX:BAN) |
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