Stornoway Announces Closing Of Flow-Through Financing
June 29, 2010
NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES
OR FOR DISSEMINATION IN THE UNITED STATES
Vancouver, British Columbia - Stornoway Diamond Corporation (TSX:SWY) ("Stornoway" or the "Company") is pleased to announce that it has closed a private-placement financing with a syndicate of underwriters led by Desjardins Securities Inc. and including Canaccord Genuity Corp. (collectively, the "Agents"), consisting of 8,775,000 "flow-through" common shares ("Flow-Through Shares") for gross proceeds of $5,001,750. The Flow-Through Shares were priced at $0.57 per share and are subject to a hold period and may not be traded until October 30, 2010 except as permitted by applicable securities legislation and the rules of the Toronto Stock Exchange.
Insiders of the Company subscribed for a total of 86,824 shares on the same terms as the arm's length subscribers.
The Agents received a cash commission equal to 6.5% of the gross proceeds raised and Compensation Options equal to 6% of the number of Flow-Through Shares sold. A total of 526,500 Compensation Options were issued, each of which is exercisable to purchase one common share at $0.57 per share until December 29, 2011 and are subject to the same hold period as the Flow-Through Shares.
The proceeds from the financing will be used to fund Stornoway's exploration programs within Canada, including exploration at the Renard Diamond Project in Quebec. Stornoway has agreed that expenditures incurred with the proceeds will constitute Canadian exploration expense ("CEE") (as defined in the Income Tax Act) and will be renounced to the subscribers.
The Flow-Through shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "1933 Act"), or under any state securities laws, and may not be offered or sold, directly or indirectly, or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) absent registration or an applicable exemption from the registration requirements. This news release does not constitute an offer to sell or a solicitation to buy such securities in the United States.
About Stornoway Diamond Corporation
Stornoway Diamond Corporation is one of Canada's leading diamond exploration and development companies, involved in the discovery of over 200 kimberlites in seven Canadian diamond districts. The Company benefits from a diversified diamond property portfolio, a strong financial platform and management and technical teams with experience in each segment of the diamond "pipeline" from exploration to marketing.
On behalf of the Board
STORNOWAY DIAMOND CORPORATION
/s/ "Matt Manson"
President and Chief Executive Officer
This news release includes certain forward-looking statements or information relating to the pricing and completion of a proposed private placement. 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 or implied by the forward-looking statements. There can be no assurance that that all of the conditions of the private placement will be satisfied and that it will complete by June 29, 2010 or at all. Important factors that could cause actual results to differ materially from the Company's plans or expectations include availability of capital and financing, general economic, market or business conditions, regulatory changes and timeliness of government or regulatory approvals. The Company disclaims any intention or obligation to revise or update such statements, whether as a result of new information, future events or otherwise, except as required under applicable securities laws.