Hudson Resources Closes Final Tranche of Oversubscribed Private Placement
20 Juin 2018 - 10:00PM
Hudson Resources Inc. ("
Hudson" or the
"
Company") (TSXV:HUD) (OTC:HUDRF) is pleased to
announce that it has closed the second and final tranche of its
previously announced (on April 30, 2018) non-brokered private
placement (the “
Private Placement”).
In the final, oversubscribed, tranche of the
Private Placement, the Company issued 21,843,222 units (each a
“Unit”) at a price of $0.45 per Unit for aggregate
gross proceeds of $9,829,449.90. The Company also paid a cash
finder’s fee of $540,000 to one party, in connection with the final
tranche. Each Unit is comprised of one common share of the Company
(each a " Share") and one-half of one warrant
(each whole warrant, a "Warrant"). Each Warrant
entitles the holder to purchase one Share at a price of $0.75 for a
period of three (3) years following the date of issuance, subject
to acceleration in the event that the Shares trade above a weighted
average of $1.50 for twenty (20) consecutive days.
The securities issued pursuant to the final
tranche of the Private Placement are subject to a four-month and a
day hold period that expires on October 21, 2018.
The Company has issued, including the first
tranche that closed on May 29, 2018, a total of 41,082,832 Units
pursuant to the Private Placement for aggregate gross proceeds of
$18,487,274, with an oversubscription of 1,082,832 Units.
The Company intends to use the net proceeds from
the Private Placement for the Company’s White Mountain Anorthosite
Project in Greenland, working capital and general corporate
purposes.
Related Party Disclosure
James Tuer, a director of the Company, acquired
75,000 Units, and Jim Cambon, an officer of the Company, acquired
100,000 Units, pursuant to the final tranche of the Private
Placement for gross proceeds of $33,750 and $45,000, respectively.
As a result, their participation is considered a "related party
transaction" under Multilateral Instrument 61-101 ("MI
61-101"). The directors of the Company, other than Mr.
Tuer, 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
Apex Asset Management AG
("Apex"), of Landstrasse 20, 9496 Balzers,
Liechtenstein, acquired control of 20,000,000 Units in the Private
Placement. Apex acquired the Units on behalf of Romeo Fund - FLEXI
for which Apex serves as portfolio manager. After giving effect to
the Private Placement, Apex controls a total of 11.24% of the
Company's issued and outstanding common shares on a non-diluted
basis or 15.96% on a partially-diluted basis assuming exercise of
Apex's Warrants only. Apex acquired the Units for investment
purposes. Apex intends to evaluate its investment in the
Company and to increase or decrease its shareholdings from time to
time as it may determine appropriate. For a copy of the early
warning report, please contact Apex Asset Management AG at +41 55
415 5010
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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