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Mandalay Resources Corporation and West Face Capital Inc Announce C$44 Million Secondary Offering

September 6, 2014



By a News Reporter-Staff News Editor at Investment Weekly News -- NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.

Mandalay Resources Corporation ("Mandalay" or the "Company") (TSX:MND) and a fund advised by West Face Capital Inc. ("West Face") announced that West Face has entered into an agreement with BMO Capital Markets (the "Underwriter") and the Company to complete a secondary offering, on a bought deal basis, under which BMO Capital Markets has agreed to purchase 40,000,000 common shares of the Company (the "Common Shares") held by West Face at a purchase price of C$1.10 per Common Share for gross proceeds of C$44,000,000. West Face has granted the Underwriter an option, exercisable at the offering price for a period of 30 days following the closing of the Offering, to purchase up to an additional 6,000,000 Common Shares to cover over-allotments, if any, and for market stabilization purposes. The maximum gross proceeds of the offering will be C$50,600,000 should this option be exercised in full. The Company will not receive any proceeds from the offering.

West Face is Company's largest shareholder and currently owns approximately 40.1% of the Company's issued and outstanding Common Shares. Following the closing of the offering, West Face will continue to hold 96,987,938 common shares of the Company, representing approximately 28.4% of the outstanding shares. If the over-allotment option is exercised in full, West Face will hold 90,987,938 common shares of the Company, representing approximately 26.6% of the outstanding shares (1).

"West Face has been a significant shareholder of Mandalay since 2010, and we have been very pleased with our investment," said Greg Boland, President & CEO of West Face. "Given the market value of our holding in Mandalay relative to the market capitalization, we have decided at this time to monetize a portion of our investment. We will continue to retain a significant stake in Mandalay and look forward to the continued growth of our investment," said Mr. Boland.

The Common Shares will be offered by way of a short form prospectus in all of the provinces and territories of Canada, excluding Quebec and may also be offered by way of private placement in the United States. A preliminary short-form prospectus relating to the offering will be filed with the applicable Canadian securities regulatory authorities no later than August 20, 2014. The offering is subject to certain conditions, including the receipt of all necessary regulatory approvals. The offering is expected to close on or about September 9, 2014.

The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

1. 24.8% pro-forma Elgin acquisition (assuming maximum amount of shares issued) expected to close on or about September 10, 2014.

Keywords for this news article include: Banking and Finance, Investment and Finance.

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Source: Investment Weekly News


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