Energizer Resources Announces Closing of First Tranche of Non-Brokered Private Placement of US 11,416,245; Announces Appointment to Special Advisory Committee

Energizer Resources Inc. (TSX.V: EGZ) (OTCBB: ENZR) (FWB: YE5) (“Energizer” or the “Company”) announces the closing of the first tranche of its previously announced non-brokered private placement (the “Offering”). In this first tranche, 25,369,433 units were subscribed for at U.S.$0.45 per unit for total gross proceeds of U.S.$11,416,245.

Each Unit is comprised of one common share of the Company and one-half of one common share purchase warrant.  Each whole Purchase Warrant entitles the holder to purchase one common share of the Company at an exercise price of US$0.75 for a period of 24 months from the date of issue.

All securities to be issued in connection with this Offering will be subject to a statutory six-month hold period as required by the U.S. authorities from the date of issue.  All securities issued in connection with the Offering will also be subject to a four-month hold period in Canada from the date of issue. Completion of the Offering remains subject to approval of the applicable regulatory authorities, including the TSX Venture Exchange.

First Tranche Investors

The following is a list of the investors who participated in the first tranche of the Offering:

  • Total gross proceeds of U.S.$5,000,000 were subscribed through MacDougall, MacDougall & MacTier Inc., which acted as a non-brokered agent.
  • KS Centoco Ltd., a private manufacturing company based in Ontario, subscribed for total gross proceeds of U.S.$2,000,000
  • Canadian institutional investors on behalf of managed accounts subscribed, in aggregate, for total gross proceeds of U.S.$1,500,000
  • Certain European merchant banking firms and other private investors subscribed for total gross proceeds of U.S.$2,916,245

In connection with the closing of the first tranche of the Offering, the Company paid finders’ fees consisting of a cash fee of 6% to certain eligible finders totaling U.S.$460,800, and compensation warrants equal to 6% of the units sold totaling 1,023,999 compensating warrants. Each full compensation warrant entitles the holder to acquire one (1) Common Share of the Company at U.S.$0.45 per Common Share for a period of twenty-four months from the date of issue.

The Company intends to close the second and final tranche of the Offering by February 8, 2011.

Energizer Strengthens Special Advisory Committee

The Company is pleased to announce the appointment of Anthony G. Toldo to Energizer’s Special Advisory Committee, which currently consists of Brian Tobin, Chairman, and Peter Harder.

As President of KS Centoco Ltd. and a number of its related corporations comprising the Toldo Group, Mr. Toldo brings considerable experience, relationships and expertise to the committee. Mr. Toldo is expected to be integral in championing potential vertical integration and downstream partner opportunities for Energizer.

The Toldo Group is based in Windsor, Ontario and is composed of several privately held corporations that manufacture and operate in diversified sectors including automotive, quick serve restaurant, aviation, and gaming and entertainment industries. Mr. Toldo has also served as a director on several boards, including not for profit and publicly traded organizations.

“We are pleased to welcome Mr. Toldo to our special advisory board and look forward to working with him to advance vertical integration and other opportunities for our Green Giant vanadium project”, said Julie Lee Harrs, President and COO of Energizer.

Use of Funds

Proceeds of the Offering will be used by the Company to complete a National Instrument 43-101 preliminary economic assessment, including advanced metallurgical test work to optimize the process flow sheet, for additional exploration and for general working capital requirements.


By press release dated December 9th, 2010, the Company announced that Objective Capital Research Limited had initiated research coverage on the Company (the “Report”). As noted in the Report, the Report was sponsored by Energizer and therefore the Company paid fees in connection with the Report.

About the Green Giant Vanadium Project

The Green Giant vanadium project, located in Madagascar, is 100% owned by Energizer. The Company has a National Instrument 43-101 compliant indicated resource estimate of 49.5 million tonnes at an average grade of 0.693% vanadium pentoxide (“V2O5”) containing 756.3 million pounds of V2O5 and an inferred resource of 9.7 million tonnes at an average grade of 0.632% V2O5 containing 134.5 million pounds of V2O5. With this resource estimate, the Green Giant deposit currently ranks as the third largest known vanadium deposit in the world, with 75% of the 21-kilometre (18 mile) stratigraphic trend of vanadium remaining open for drilling.

About Energizer Resources

Energizer Resources Inc. is a mineral exploration and development company based in Toronto, Canada. The Company’s common shares are traded on the TSX Venture Exchange under the symbol EGZ, on the Over-The-Counter Bulletin Board under the symbol ENZR, and on the Frankfurt Exchange under the symbol YE5.

For more information please visit our website at www.energizerresources.com

Or contact:

Brent Nykoliation

Vice President of Business Development
Toll Free: 800.818.5442 or 416.364.4911
Email: bnykoliation@energizerresources.com

or Julie Lee Harrs, President and COO

Cautionary Statement: The above resource estimates were calculated in accordance with National Instrument 43-101 as required by Canadian securities regulatory authorities. For United States reporting purposes, Industry Guide 7 (under the Securities Exchange Act of 1934), as interpreted by the Staff of the SEC, applies different standards in order to classify mineralization as a reserve. Among other things, the terms “measured”, “indicated” and “inferred” mineral resources are required pursuant to National Instrument 43-101, the U.S. Securities and Exchange Commission does not recognize such terms. Canadian standards differ significantly from the requirements of the U.S. Securities and Exchange Commission, and mineral resource information contained herein is not comparable to similar information regarding mineral reserves disclosed in accordance with the requirements of the U.S. Securities and Exchange Commission.
Mineral resources are not mineral reserves and do not have demonstrated economic viability. This mineral resource estimate includes inferred resources that are normally considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as mineral reserves. There is also no certainty that the inferred mineral resource will be converted to the measured and indicated mineral resource categories through further drilling, or into a mineral reserve once economic considerations are applied.
U.S. investors should understand that “inferred” mineral resources have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility. In addition, investors are cautioned not to assume that any part or all of the Company’s mineral resources constitute or will be converted into reserves.
Safe Harbour Statement:The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this press release issued by the Company. This press release may contain forward-looking statements that may involve a number of risks and uncertainties. Actual events or results could differ materially from expectations and projections set out herein.
Forward-looking statements include, receipt of regulatory approval, statements on the proposed use of proceeds; completion of financing on terms proposed; the ability to raise additional funds as required; the development potential and timetable of the Company’s properties and minerals; the current and future price of minerals the Company explores; the estimated size of mineral deposits on the Company’s properties; the realization of those mineral deposit estimates; the timing and amount of estimated future exploration, development and production; costs of future exploration, development and production activities; success of exploration activities; government regulatory matters; discussion of political and environmental risks.
Forward-looking statements are based on the opinions and estimates of management of the Company. Forward-looking statements are subject to known and unknown risks that may cause actual results to be materially different from stated opinions and estimates of management. Some of the Company’s more material risks are: availability and timing of external financing; unexpected events and delays during exploration; receipt of government and stock exchange approvals; results of current exploration activities; future price of minerals; political risks in the locations of the Company’s properties; appreciation/depreciation of foreign currencies relative to the United States Dollar (the Company’s functional currency) and other risks inherent in the mining and exploration industry.
While Company’s management has attempted to determine the factors that could cause actual results to differ materially from estimated results contained in forward-looking statements, there may be other factors that cause results not to be as anticipated. The Company provides no assurance that such forward-looking statements will prove accurate or not materially different than projected. Therefore readers of this and other press releases issued by the Company should not place unreasonable reliance on stated forward-looking statements.
This press release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as such term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.