Hudson Closes First Tranche of Equity Financing for Total Proceeds of $8,657,825
30 Mai 2018 - 3:00PM
Not for distribution to U.S. news
wire services or dissemination in the United
States.
HUDSON RESOURCES INC. (“Hudson” or the “Company”) – (TSX Venture
Exchange:HUD) (OTC:HUDRF) is pleased to announce that it has closed
the first tranche of its previously announced offering by way of a
private placement for 19,239,610 units (“Units”) of the Company, at
a price of $0.45 per Unit, for total gross proceeds of
$8,657,824.50. Each Unit is comprised of one fully paid and
non-assessable common share (a “Share”) in the capital of the
Company and one-half of a transferable share purchase warrant (a
“Warrant”). Each whole Warrant entitles the holder thereof to
purchase one additional Share (a “Warrant Share”) in the capital of
the Company until May 29, 2021, at an exercise price of $0.75 per
Warrant Share. In certain events, the Company can accelerate the
expiry date of the Warrants if the common shares trade above a
weighted average of $1.50 for 20 consecutive days. Hudson is in the
process reviewing additional subscriptions in anticipation of
completing a second tranche of the financing. As such, Hudson may
complete up to 20,760,390 additional Units for additional proceeds
of $9,342,175 subsequent to this closing. The Company paid
$57,871.47 in finders’ fees in connection with this private
placement.
The securities issued in the private placement,
including any warrant shares issued upon exercise of the Warrants,
are subject to a hold period, which expires on September 30,
2018.
The net proceeds of the private placement will
be used for the Company’s White Mountain Anorthosite Project in
Greenland, working capital and general corporate purposes.
On completion of this offering, Hudson’s issued
and outstanding securities will be comprised of 156,019,483 common
shares, 7,140,000 options and 36,628,858 warrants.
Related Party Disclosure
Flemming Knudsen (20,000 Units), Herb Wilson
(70,000 Units), John McConnell (45,000 Units), John McDonald
(30,000 Units) and Bob Shields , through Coal Island Ltd. (“Coal
Island”), (11,111,112 Units) directors of the Company purchased a
total of 11,276,112 Units for aggregate proceeds of $5,074,250. As
a result, their participation is considered a "related party
transaction" under Multilateral Instrument 61-101 ("MI 61-101").
The directors of the Company have determined that their
participation in the private placement is exempt from the formal
valuation and minority shareholder approval requirements under MI
61-101 in reliance on the exemptions set forth in sections 5.5(c)
and 5.7 (1)(a) of MI 61-101 and, in connection therewith, have
determined that neither the fair market value of the securities to
be distributed in the private placement nor the consideration to be
received, insofar as it relates to the them, exceeds 25% of the
Company's market capitalization. The Company did not file a
material change report related to this financing more than 21 days
before the expected closing of the private placement as required by
MI 61-101 since the details of the participation by the related
parties of the Company were not settled until shortly prior to the
closing of the private placement and the Company wished to close on
an expedited basis for sound business reasons.
Early Warning Disclosure
Coal Island (a company controlled by Bob
Shields) acquired ownership of 11,111,112 Units in the private
placement. Prior to the private placement, Coal Island held
6,035,715 Shares and 2,142,858 warrants in the capital of the
Company. After giving effect to the private placement, Coal Island
beneficially owns and controls a total of 11% of the Company’s
issued and outstanding shares on a non-diluted basis or 15% on a
partially diluted basis assuming exercise of Coal Island’s Warrants
only. Coal Island acquired the Units for investment purposes. Coal
Island intends to evaluate its investment in the Company and to
increase or decrease its shareholdings from time to time as it may
determine appropriate.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. The securities have not
been and will not be registered under the U.S. Securities Act of
1933, as amended, or under any applicable securities laws of any
state of the United States and may not be offered or sold in the
United States absent such registration or an applicable exemption
from such registration requirements.
ON BEHALF OF THE BOARD OF DIRECTORS
“James
Tuer”
James Tuer, President
For further information:James
Tuer, PresidentPh: 604-628-5002 or
604-688-3415tuer@hudsonresources.ca
Forward-Looking
Statements
This news release includes certain
forward-looking statements or information. All statements
other than statements of historical fact included in this news
release, including, without limitation, statements regarding the
use of proceeds from the private placement, and other future plans
and objectives of the Company are forward-looking statements that
involve various 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 the Company's plans
or expectations include market prices, general economic, market or
business conditions, regulatory changes, timeliness of government
or regulatory approvals and other risks detailed herein and from
time to time in the filings made by the Company with securities
regulators. The Company 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
except as otherwise required by applicable securities
legislation.
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.
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