Vancouver, BC – April 2, 2012: Altair Ventures Incorporated (“Altair”) (TSX-V: AVX) is pleased to announce that on March 30, 2012 it closed the second and final tranche of its non-brokered private placement financing first announced on January 16, 2012. This second closing consisted of a total of 8,791,142 Units at $0.22 per Unit for gross proceeds of $1,934,051.24 (the “Offering”). Each Unit consists of one common share (each a “Share”) and one-half of a common non-transferable share purchase warrant (each full warrant a “Warrant”). Each Warrant will entitle the holder to purchase one additional Share for $0.33. All of the Warrants are exercisable for a period of twelve months from the closing date subject to the right of the Company to accelerate the expiry of the Warrants, if, during the term of the Warrants, the common shares of the Company close at a price at or above $0.45 per share for more than 20 consecutive trading days.
In connection with the Offering, the Company paid cash finder’s fees to arm’s length finders in the amount of $76,264.99 and issued 346,659 finder’s warrants (the “Finder’s Warrants”). Each Finder’s Warrant is exercisable to purchase one Share at a price of $0.33 per Share for a period of twelve months from the closing date of the Offering.
The TSX Venture Exchange has conditionally approved the Offering subject to the filing of final documents. None of the securities distributed under the Offering may be traded on the TSX Venture Exchange or otherwise sold in Canada or to or for the benefit of a resident of Canada before July 31, 2012 unless permitted under Canadian securities legislation and the rules of the TSX Venture Exchange.
The net proceeds of the Offering will be used by Altair to fund expenditures on the Kena Property, located in southeastern British Columbia under Altair’s option agreement with Sultan Minerals Inc. (refer to news release of January 3, 2012).
A corporation held by a director and officer of Altair participated in the private placement by subscribing for 500,000 Units, constituting a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Altair relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction did not exceed 25% of Altair’s market capitalization.
For further information please contact please contact Justin Schroenn at (604) 780-1371, or e-mail [email protected].
ALTAIR VENTURES INCORPORATED
“Fayyaz Alimohamed”
Fayyaz Alimohamed, President & CEO
Forward-Looking Statement Caution
This news release contains certain “forward-looking statements”, within the meaning of Canadian securities legislation, relating to the proposed use of proceeds of the Offering and the completion of the Offering. Although Altair believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct. Forward-looking statements are statements that are not historical fact. They are based on the beliefs, estimates and opinions of Altair’s management on the date the statements are made and they involve a number of risks and uncertainties. Consequently, there can be no assurances that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Altair disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise except as required by applicable law and stock exchange policies. Factors that could cause future results to differ materially from those anticipated in these forward-looking statements include: a management decision to change the use of proceeds based on changing circumstances, Altair’s inability to obtain the TSX Venture Exchange final approval required to complete the Offering, Altair might encounter problems such as the significant depreciation of metals prices, accidents and other risks associated with mining exploration, the risk that Altair will encounter unanticipated geological factors, the possibility that Altair may not be able to secure permitting and other governmental clearances necessary to carry out Altair’s exploration plans, and the other risk factors discussed in greater detail in Altair’s various filings on SEDAR (www.sedar.com) with Canadian securities regulators.
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 News Release.
THIS NEWS RELEASE, REQUIRED BY APPLICABLE CANADIAN LAWS, IS NOT FOR DISTRIBUTION TO US NEWS SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
THE SECURITIES TO BE ISSUED UNDER THE OFFERING HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED) OR ANY STATE SECURITIES LAWS, AND UNLESS SO REGISTERED MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE UNITED STATES SECURITIES ACT OF 1933 AND APPLICABLE STATE SECURITIES LAWS. THIS PRESS RELEASE IS ISSUED PURSUANT TO RULE 135(C) OF THE UNITED STATES SECURITIES ACT OF 1933 (AS AMENDED), AND DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF SECURITIES OF THE COMPANY IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION.
