Javelina Resources Ltd. Files Final Prospectus


TORONTO, ONTARIO--(Marketwired - April 4, 2013) -

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Javelina Resources Ltd. ("Javelina") (TSX VENTURE:JRL.P) announces that it has obtained a receipt for its final long-form prospectus from the securities regulatory authorities in the Provinces of British Columbia, Alberta, and Ontario, qualifying the distribution of 6,000,000 units ("Units") of Javelina. The Units are issuable upon the conversion of 6,000,000 previously issued subscription receipts ("Subscription Receipts") previously issued by Javelina at a price of $0.25 per Subscription Receipt for gross proceeds of $1,500,000, under an offering (the "Offering") which was completed on March 28, 2013. The gross proceeds of the Offering have been placed in escrow with an escrow agent pending satisfaction of certain conditions (the "Escrow Release Conditions") including, among other things, the completion of the Javelina's "Qualifying Transaction". If the Escrow Release Conditions are not satisfied on or before July 26, 2013, the gross proceeds will be returned to the subscribers and the Subscription Receipts will be cancelled. If the Escrow Release Conditions are met on or before July 26, 2013, each Subscription Receipt will automatically convert into one Unit of Javelina comprised of one common share (a "Common Share") in the capital of Javelina and one common share purchase warrant (a "Warrant"). Each Warrant will be exercisable into one additional Common Share (a "Warrant Share") for 24 months following TSX Venture Exchange ("TSXV") final approval of the Qualifying Transaction at an exercise price of $0.35 per Warrant Share for the first 12 months and at an exercise price of $0.50 thereafter, provided that, if the closing price of the Common Shares on the TSXV is equal to or greater than $0.55 per Common Share during the first 12 months, or $0.85 per Common Share for the second 12 months, for a period of 20 consecutive trading days any time after the issuance of the Warrants, Javelina may, at its option, accelerate the expiry date of the Warrants by giving notice to the holders thereof, and in such case, the expiry date of the Warrants will be the 20th business day after the date on which such notice is given by Javelina. The Subscription Receipts are subject to a statutory hold period of four months plus one day from the date of closing of the Offering.

Casimir Capital Ltd. (the "Agent") acted as the agent for the Offering. Pursuant to the terms of their engagement, Javelina has agreed to pay the Agent, upon satisfaction of the Escrow Release Conditions, a cash commission of $30,000 and issue to the Agent 180,000 non-transferable broker warrants (the "Broker Warrants"). Each Broker's Warrant will be exercisable into one Common Share (a "Broker's Warrant Share") for 24 months following TSXV final approval of the Qualifying Transaction at an exercise price of $0.35 per Broker's Warrant Share for the first 12 months and at an exercise price of $0.50 per Broker's Warrant Share thereafter, subject to the accelerated expiry provisions described above. The gross proceeds of the Offering will be used for working capital.

In addition, the TSXV has extended the date by which Javelina must complete it Qualifying Transaction from March 29, 2013, to April 15, 2013. As a result of the extension, Javelina is now required to complete its Qualifying Transaction prior to April 15, 2013 or (i) transfer the listing of its Common Shares to the NEX board of the TSXV; or (ii) delist its Common Shares from the TSXV.

On December 5, 2012, Javelina announced its proposed acquisition of BuyFX Ltd., which acquisition would constitute Javelina's "Qualifying Transaction" pursuant to the policies of the TSX Venture Exchange (the "TSXV"). For full details on the Qualifying Transaction, please refer to the December 5, 2012 press release.

Completion of Javelina's Qualifying Transaction is subject to a number of conditions including but not limited to TSXV acceptance and if applicable pursuant to the TSXV requirements, majority of the minority shareholder approval. Where applicable, the Qualifying Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Qualifying Transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the prospectus to be prepared in connection with the Qualifying Transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

Cautionary Statements Regarding Forward Looking Information

This news release contains forward-looking statements relating to the timing and completion of the Offering, Javelina's Qualifying Transaction, and other statements that are not historical facts. Forward-looking statements are often identified by terms such as "will", "may", "should", "anticipate", "expects" and similar expressions. All statements other than statements of historical fact included in this release, including, without limitation, statements regarding the completion of the Offering and the Qualifying Transaction are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Javelina's expectations are risks detailed from time to time in the filings made by Javelina with securities regulations.

The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of Javelina. As a result, Javelina cannot guarantee that any forward-looking statement will materialize and the reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and Javelina will only update or revise publicly any of the included forward-looking statements as expressly required by Canadian securities law.

Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release and has in no way passed upon the merits of the Qualifying Transaction and has neither approved nor disapproved of the contents of this press release.

Contact Information:

Javelina Resources Ltd.
Dennis Gibson, Chief Financial Officer
416-573-7363
The Exchange Tower
130 King Street West, Suite 3680
Toronto, Ontario M5X 1B1

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