/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR
DISSEMINATION IN THE UNITED STATES/
MONTREAL
,
Nov. 4
/CNW Telbec/ - Sentient Executive GP III Limited ("Sentient III") announces that, in connection with a bought-deal financing announced by Norsemont Mining Inc. ("Norsemont") on
October 13, 2009
, it has acquired control over 2,128,750 units ("Units") of Norsemont on
November 3, 2009
. Each Unit is comprised of one common share ("Common Share") of Norsemont and one-half of a common share purchase warrant ("
November 2009
Warrant") of Norsemont. Each whole
November 2009
Warrant entitles the holder thereof to acquire a Common Share at a price of
$2.75
per share. The
November 2009
Warrants are exercisable until
April 30, 2011
. As such, Sentient III acquired control over 2,128,750 Common Shares and 1,064,375 November 2009 Warrants.
Sentient III has control or direction over 9,543,850 Common Shares (representing approximately 12.13% of the outstanding Common Shares), the right to acquire 7,634,228 Common Shares through common share purchase warrants (including the
November 2009
Warrants) (the "Sentient III Warrants"), a
$6,000,000
principal amount convertible note (the "
December 2008
Note") issued by Norsemont, and a
$3,800,000
principal amount convertible note (the "
March 2009
Note") issued by Norsemont. The
December 2008
Note matures on
December 19, 2011
and the principal amount thereof as well as accrued interest are convertible into fully paid and non-assessable Common Shares at a conversion price of
$1.70
per share. The
March 2009
Note matures on
March 31, 2012
and the principal amount thereof is convertible into fully paid and non-assessable Common Shares at a conversion price of
$1.70
per share. The accrued interest on the
March 2009
Note is convertible, at the holder's option, into fully paid and non-assessable Common Shares at a conversion price equal to the market price of the Common Shares at the time of conversion, less a discount.
In the event all of the Sentient III Warrants are fully exercised and assuming the conversion in full of the maximum principal amount of and interest on the
December 2008
Note and the conversion in full of the principal amount of the
March 2009
Note, Sentient III would acquire control over a maximum of 23,789,843 Common Shares (including the 9,543,850 Common Shares over which Sentient III has control or direction). These combined holdings would represent approximately 25.60% of the outstanding Common Shares, calculated on a partially diluted basis assuming the full exercise of the Sentient III Warrants and the full conversion of the maximum principal amount of and interest on the
December 2008
Note and the conversion in full of the principal amount of the
March 2009
Note only.
Under relevant securities laws, Sentient Executive GP I Limited ("Sentient I") and Sentient (Aust) Pty Limited ("Sentient Pty"), related entities of Sentient III, may be considered as acting jointly or in concert with Sentient III.
Sentient III, Sentient I and Sentient Pty have control or direction over 15,293,850 Common Shares in the aggregate (representing approximately 19.44% of the outstanding Common Shares), in the aggregate 8,759,227 Sentient III Warrants, Sentient I Warrants and Sentient Pty Warrants, the
December 2008
Note, and the
March 2009
Note. In the event all of the Sentient III Warrants, Sentient I Warrants and Sentient Pty Warrants are fully exercised and assuming the conversion in full of the maximum principal amount of and interest on the
December 2008
Note and the conversion in full of the principal amount of the
March 2009
Note, these combined holdings would represent approximately 32.60% of the outstanding Common Shares, calculated on a partially diluted basis assuming the full exercise of the Sentient III Warrants, Sentient I Warrants and Sentient Pty Warrants and the full conversion of the maximum principal amount of and interest on the
December 2008
Note and the conversion in full of the principal amount of the
March 2009
Note only.
Sentient III acquired the 2,128,750 Units for investment purposes only and not with a view to materially affecting control of Norsemont. Sentient III and its joint actors have no present intention of acquiring beneficial ownership or control over additional securities of Norsemont.
For further information: Sue Bjuro, (345) 946-0933
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