COMMITTEE BAY RESOURCES ANNOUNCES BOUGHT-DEAL FINANCING
February 2, 2007
Committee Bay Resources Ltd. (CBR: TSX-V) (the “Company”) is pleased to announce a bought-deal private placement with Canaccord Capital Corporation (“Canaccord” or the “Underwriter”) of 18,300,000 units (the “Units”) at a price of $0.55 per Unit and 4,700,000 flow-through shares (“Flow-Through Shares”) at a price of $0.65 per Flow-Through Share to raise a total of up to $13,120,000 (the “Offering”). A Unit will consist of one common share and one-half of one transferable common share purchase warrant (a “Warrant”). Each whole warrant will entitle the holder to subscribe for one additional common share (a “Warrant Share”) at a price of $0.70 for a period of three years from the date of closing.
As consideration for acting as Underwriter, Canaccord will be paid a commission of 8% of the total proceeds raised in the Offering upon closing payable in cash. In addition, the Underwriter will receive underwriter’s warrants (“Underwriter’s Warrants”) equal to 8% of the securities issued pursuant to the Offering. Each Underwriter’s Warrant will be exercisable to acquire one common share for a period of two years from the closing at $0.60/share.
The Company has also granted the Underwriter an over allotment option to purchase additional Flow-Through Shares to raise additional gross proceeds of up to $2,002,000 (3,080,000 Flow-Through Shares) exercisable forty-eight hours prior to closing.
The use of proceeds raised from the Units will be used to fund the Three Mile Hill processing plant refurbishment and to advance development and the feasibility study at Perseverance as well as for general working capital purposes. The flow through funds raised from the issuance of the FT Shares will be used for exploration expenditures, which will constitute Canadian exploration expenses (as defined in the Income Tax Act) and will be renounced for the 2007 taxation year. Specifically, flow through funds will be used to expand the Three Bluffs resource and to upgrade ounces to the M&I category.
Completion of the placement is subject to the approval of the TSX Venture Exchange.
About Committee Bay
Committee Bay controls major greenstone belts in Nunavut and Western Australia and has the opportunity to conduct year-round exploration on three continents in order to build on its existing gold resources.
On behalf of the Board
Committee Bay Resources Ltd.
/s/”John Williamson”
John Williamson, P.Geol.
President
For further information, please contact Investor Relations:
Derek Iwanaka or Jim Paterson
Dial 604-331-2269 or toll-free 1-888-331-2269
** WEBSITE: www.committeebay.com **
The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release.
Certain disclosures in this release, including management's assessment of Committee Bay’s plans and projects, constitute forward-looking statements that are subject to numerous risks, uncertainties and other factors relating to Committee Bay's operation as a mineral exploration company that may cause future results to differ materially from those expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking statements. Committee Bay expressly disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.