August 11, 2006
VANCOUVER, B.C. – ANDOVER VENTURES INC. (the “Company”) has engaged West Oak Capital Partners Inc. as its Agent to raise $600,000.00 by way of a private placement of up to 1.2 million common share units at $0.50 cents per Unit. The company also intends to raise an additional $150,000 comprised of a further 300,000 units on a nonbrokered basis. Each Unit is comprised of one common share of the Company (a “Common Share”) and one common share purchase warrant (“Warrant”) entitling the holder to purchase one common share at $0.60 for a period of 12 months after the Closing Date then at $0.70 for an additional 12 months. If, following the date that is four months and one day after the closing date of the financing, the closing price of Andover's common shares exceeds $1.00 for 20 consecutive trading days, then the warrant term shall be automatically reduced and the share purchase warrants will expire on the date that is 30 days following the issuance of a news release disclosing the reduced warrant term. (the “Company”) has engaged West Oak Capital Partners Inc. as its Agent to raise $600,000.00 by way of a private placement of up to 1.2 million common share units at $0.50 cents per Unit. The company also intends to raise an additional $150,000 comprised of a further 300,000 units on a nonbrokered basis. Each Unit is comprised of one common share of the Company (a “”) and one common share purchase warrant (“”) entitling the holder to purchase one common share at $0.60 for a period of 12 months after the Closing Date then at $0.70 for an additional 12 months. If, following the date that is four months and one day after the closing date of the financing, the closing price of Andover's common shares exceeds $1.00 for 20 consecutive trading days, then the warrant term shall be automatically reduced and the share purchase warrants will expire on the date that is 30 days following the issuance of a news release disclosing the reduced warrant term.
The private placement will be offered on a best-efforts basis by West Oak Capital Partners Inc. of which proceeds of the Units sold under the Offering shall be used as a reserve for asset acquisition investigations, to advance Alaskan claims, and for general working capital.
West Oak Capital Partners Inc. will be paid a cash fee equal to 10.0 % of the gross proceeds raised under their portion of the Offering. In addition, the Agent will receive compensation warrants ("Compensation Warrants") exercisable for common shares of the Company (the "Compensation Shares") equal in number to 10.0 % of the number of Units sold under their portion of the Offering. The Compensation Warrants will be exercisable at a price of $0.50 per Compensation Warrant for a period of 24 months after the Closing Date.
The company has granted incentive stock options to directors, officers, employees and consultants to purchase up to two hundred thousand shares in the capital stock of the company. The options are exercisable at a price of $.50 per share and expire on Aug. 11, 2008.
The company also wishes to make a correction on the news release dated August 10, 2006. It was stated “…All securities issued in connection with the private placement are subject to a four-month hold period expiring Dec. 5, 2007.” This should read “All securities issued in connection with the private placement are subject to a four-month hold period expiring Dec. 5, 2006.
ON BEHALF OF THE BOARD
Signed “Michael England”
Michael England, President and Director
FOR FURTHER INFORMATION PLEASE CONTACT:
Telephone: 1-604-683-3995
Facsimile: 1-604-683-3988
Contact: Michael England
The TSX Venture Exchange has not reviewed nor does it accept responsibility for the adequacy or accuracy of this press release. |
