Nevada Exploration Inc. ("NGE") announces full exercise of Series A Warrants, second tranche of Private Placement and granting of options
March 4, 2008
MONTREAL, March 4 /CNW Telbec/ - Nevada Exploration Inc. (TSX-V: NGE) ("NGE") is pleased to announce that 100% of its outstanding Series' A Warrants have been exercised for total gross proceeds of $1,649,123, that NGE is completing a non-brokered Private Placement for gross proceeds ranging from $500,000 to $1,500,000 and that it has granted to some of its employees, directors and officers stock options to subscribe for up to 1,725,000 common shares of its capital stock at an exercise price of $1.00 per common share.
Full Series' A Warrants Exercise
Wade Hodges, President and Chief Executive Officer of NGE, stated that "NGE management is again highly pleased of the support NGE received from its early stage investors expressed by the exercise of 100% of outstanding NGE Series' A warrants." Further to the exercise of the 3,664,718 outstanding Series A warrants at a price of $0.45 per warrant for gross proceeds of $1,649,123, NGE has issued 3,664,718 common shares of its capital stock and has now approximately 57,843,617 common shares issued and outstanding. The cash position of NGE has increased by $1,299,937 from the Series' A warrants exercise since the release of its last interim financial statements as at October 31, 2007 and NGE has currently approximately $3,750,000 in cash before taking into account the proceeds of the private placement described herein.
NGE is in the process of closing a non-brokered private placement comprised of issuance of a minimum of 500,000 units and a maximum of 1,500,000 units, valued at $1.00/unit, for total gross proceeds ranging from $500,000 to $1,500,000. Each unit consists of 1 common share of NGE plus 1/2 warrant to purchase a common share of NGE at an exercise price of $1.50 per common share of NGE for a period of 24 months. Closing is expected to take place by no later than March 15, 2008 and has received the conditional approval for the TSX Venture Exchange. The Units and their underlying securities will be subject to a four (4) month hold period.
Grant of options and changes to some vesting provisions
NGE also granted a total of 1,725,000 options under NGE 2007 Stock Option Plan, namely 200,000 options to each of its directors, 200,000 to its secretary, 150,000 to its Chief Financial Officer and 375,000 options to employees of NGE. Each stock option entitles its holder to purchase one common share of NGE at a price of $1.00 per share until March 4, 2013, and in accordance with the other terms and conditions provided in NGE's 2007 Stock Option Plan. Such options shall vest as to one-third of the options, on March 4, 2009, as to the second one-third of the options, on March 4, 2010; and as to the final one-third of the options, on March 4, 2011. The options and any securities issued upon the exercise of the options are subject to a four-month hold period. The options were granted pursuant to NGE's 2007 Stock Option Plan of NGE which reserves an aggregate total of stock options equivalent to 10% of the issued and outstanding shares of NGE at any given time. Including the current grant, NGE has granted 5,550,000 stock options out of an authorized maximum of 5,784,361 stock options as at the date hereof. The option grant is subject to regulatory approval.
Finally, as previously disclosed in NGE's management proxy circular and as approved by NGE shareholders at NGE's annual and special meeting of shareholders held on November 30, 2007, the vesting of 1,150,000 options granted to 3 outside consultants has been reduced from three years to one year in order to enable NGE to meet some of its contractual obligations to these consultants.
NGE is an exploration company focused, through its wholly-owned Nevada incorporated subsidiary Pediment Gold LLC, on gold exploration in Nevada. NGE is led by a highly experienced and historically successful exploration management team. NGE has developed a proprietary groundwater chemistry exploration technology and is the first to complete a comprehensive and consistently applied survey of Nevada's groundwater chemistry specifically directed toward the discovery of new gold deposits. Management believes that the results of NGE's groundwater chemistry program are significant in that they are demonstrating that Nevada's known gold deposits exhibit recognizable groundwater chemistry signatures. NGE has identified and acquired several exploration properties with similar groundwater chemistry and is in the final stages of testing whether such water chemical signatures can be followed "up stream" to discover new gold deposits in much less time and for much less money than the conventional exploration approaches currently used by other exploration groups. NGE continues to refine and apply this technology to identify, acquire, further delineate and then drill test its own highly prospective exploration properties to return the maximum value of making a new gold discovery to shareholders. NGE is also in a unique position to add value to the Joint Venture opportunities presented by more conventional exploration groups.
The TSX-V has in no way passed upon the merits and does not accept responsibility for the adequacy or accuracy of this press release.
Wade A. Hodges is the Qualified Person, as defined in National Instrument 43-101, and is responsible for the preparation of the technical and scientific information contained in this News Release.
Cautionary Statement on Forward-Looking Information:
This release contains certain "forward-looking statements" including, without limitation, expectations, beliefs, plans and objectives regarding the potential transactions and ventures discussed in this release. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are the risks inherent in mineral exploration, the need to obtain additional financing, environmental permits, the availability of needed personnel and equipment for exploration and development, fluctuations in the price of minerals, and general economic conditions.
For further information: Wade A. Hodges, President, CEO & Director, Nevada Exploration Inc., (775) 359-7740, WAHodges@NevadaExploration.com