VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 24, 2013) - Bralorne Gold Mines Ltd. (the "Company") (TSX VENTURE:BPM)(OTCQX:BPMSF)(BERLIN:GV7)(FRANKFURT:GV7)(WKN A0B75M) is pleased to announce that the Company intends to complete a private placement of secured convertible debentures (the " Convertible Debentures ") in the aggregate principal amount of a minimum of $5,000,000 and up to a maximum of $7,500,000 (the "Offering"). The principal amount of the Convertible Debentures will mature twenty four (24) months from the Closing Date (the " Maturity Date ") and accrue interest at 12.5% per annum payable at the Maturity Date. Principal will be convertible into units of the Company (the " Units "), and accrued interest will be convertible into common shares of the Company (the " Shares "), at the election of either the Company or the debenture holders, as described below. Each Unit will be comprised of one Share and one-half of a share purchase warrant (a " Warrant "). Each whole Warrant will be exercisable to purchase one Share of the Company at CAD $1.35 per Share, if exercised within thirty (30) months from the closing date of the Offering (the " Closing Date ").
The principal amount only of each Convertible Debenture will be convertible into Units at a rate of one Unit for every CAD $0.975 of principal converted (the " Conversion Price ").
Accrued interest on the Convertible Debentures will be convertible into Shares at the greater of: (a) the Conversion Price; and (b) the last closing price per Share as traded on the TSX Venture Exchange (the " Exchange ") on the date preceding the date of conversion.
If the Company's Shares trade on the Exchange at a closing price equal to or greater than 125% of the Conversion Price for any 15 out of 20 consecutive trading days at any time after the Closing Date, the Company will have the option to give notice to the holders to accelerate the conversion of the Convertible Debentures, and upon such notice, the Convertible Debentures must be converted into Units within thirty (30) days.
The Convertible Debentures, Units and Shares will be subject to hold periods under applicable United States and Canadian securities laws. None of the Convertible Debentures, Units or Shares has been or will be registered under the US Securities Act of 1933 (the " 1933 Act "). As such, they will be "restricted securities" under the 1933 Act and will therefore also be subject to U.S. resale restrictions.
The principal amount and any accrued but unpaid interest of each Convertible Debenture will be pre-payable at the option of the Company at any time prior to the Maturity Date, subject to a 3.5% pre-payment penalty on the principal amount being repaid. The Company is required to provide five (5) days' written notice of its election to pre-pay such principal amount and accrued but unpaid interest, during which period the holder may elect to convert such principal amount into Units.
The proceeds of the Offering will be used by the Company for the expansion of the mill, underground exploration, purchase of new equipment, and for general working capital purposes.
About Bralorne Gold Mines Ltd.
The Company is a Canadian junior mining and exploration company, whose corporate strategy is to build shareholder value through the exploration and development of economically viable mineral properties. The Company's current project is a 100% interest in the Bralorne Gold Mine, BC.
For more information, please feel free to visit our website at: www.bralorne.com .
ON BEHALF OF THE BOARD
William Kocken, Chief Executive Officer
This release contains statements that are forward-looking statements and are subject to various risks and uncertainties concerning the specific factors disclosed under the heading "Risk Factors" and elsewhere in the Company's periodic filings with Canadian securities regulators. Such information contained herein represents management's best judgment as of the date hereof based on information currently available. The Company does not assume the obligation to update any forward-looking statement.
Neither 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 release.
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