Vancouver B.C. December 14, 2009: Foundation Resources Inc. (FDN: TSX-V)(the "Company") is pleased to announce a non-brokered private placement of up to $500,000 (the "Financing") through the sale of up to 2,500,000 flow through units (the "FT Units") at a price of $0.20 per FT Unit, of which up to 2,000,000 Units shall be subscribed for by the MineralFields Group. The funds raised are to be utilized to further exploration work on the Company's Coldstream gold project in Ontario.
"We are very pleased to be entering into this relationship with MineralFields Group", said John Hiner, CEO. "This is an important milestone in the growth of the Company and we look forward to working with the MineralFields Group as we continue to develop the Coldstream project".
In connection with the Financing, the Company will issue to subscribers, up to 2,500,000 units of the Company at a price of $0.20 per unit. Each unit will be comprised of one (1) flow-through common share of the Company and one-half (1/2) of a share purchase warrant. Each whole warrant will entitle the holder thereof to purchase one (1) non flow-through common share of the Company for a period of two years from the closing of the Financing, at a price of $0.25 per share in the first year and at a price of $0.30 per share thereafter.
For arranging the participation of the MineralFields group in the Financing, Limited Market Dealer Inc. will
be paid a cash commission for the portion of the financing subscribed for by companies affiliated with MineralFields equal to 5% of the gross proceeds and will receive options entitling it to purchase 200,000 units of the Company. Each unit issuable to Limited Market Dealer Inc. will be exercisable for a period of 2 years at a price of $0.20 per unit and will be comprised on one (1) non flow-through common share of the Company and one-half (1/2) of a warrant. Each whole warrant will be exercisable on the same terms as the warrants to be issued to subscribers of the Financing.
The Financing is subject to regulatory approval, including the approval of the TSX Venture Exchange.
About Foundation Resources Inc.
Foundation is a mineral exploration company focused on exploration and development of high potential gold zones on the Coldstream Property. The Property is located in the Western Superior geological province of the Canadian Shield, which is noted for hosting prolific gold deposits in Ontario, Canada.
On behalf of the board,
John E. Hiner
Chief Executive Officer
Neither the 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 release." News release contains certain "Forward-Looking Statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended. Forward-looking statements are based on numerous assumptions and are subject to all of the risks and uncertainties inherent in the Company's business, including risks inherent in resource exploration and development. As a result, actual results may vary materially from those described in the forward-looking statements.
