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Huldra Silver Inc (2)
Symbol HDA
Shares Issued 403,033,186
Close 2015-05-15 C$ 0.02
Market Cap C$ 8,060,664
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Huldra arranges $250,000 second tranche of offering

2015-05-19 13:58 ET - News Release

Mr. Peter Espig reports

HULDRA SILVER ANNOUNCES SECOND TRANCHE OF CONVERTIBLE DEBENTURE FINANCING

Huldra Silver Inc. plans to raise up to $250,000 under the second tranche of its previously announced offering of secured convertible debentures in the aggregate principal amount of up to $8-million and 5,000 non-transferrable common share purchase warrants for every $1,000 of principal of the debentures (see the company's news release dated Nov. 24, 2014). The company raised $7,000,882 pursuant to the first tranche of the offering, which was completed in November, 2014. Each warrant issued pursuant to the second tranche is exercisable into one share at an exercise price of 7.5 cents per share in the first 12 months after closing of the second tranche and at 10 cents per share for 36 months thereafter, subject to adjustment.

The debentures mature three years from closing and bear interest at a rate of 10 per cent per annum, which interest is payable as to 50 per cent in cash and 50 per cent by the issuance of shares at a price per share equal to the market price of the shares at the time of issuance. The debentures are also convertible into shares at a price of 5.5 cents per share at any time, and from time to time, until the maturity date.

The holders of the debentures will be granted a security interest over all of the property and assets of the company and its wholly owned subsidiary Huldra Properties Inc., and the enforcement of such security will be subject to the terms and conditions of the debentures and any ancillary agreements.

The debentures and related security interests are subordinate to the company's debts and obligations owing to Waterton Global Value LP, until such time as all amounts owed to Waterton have been repaid by the company. Upon repayment by the company of all amounts owed to Waterton, the holders of the debentures issued pursuant to the first tranche will be granted an aggregate 2-per-cent net smelter return royalty with respect to the company's Treasure Mountain mine, provided that each holder of such debentures shall only be entitled to their pro rata share of such royalty based on their individual investment pursuant to the first tranche. It is expected that certain holders of debentures issued pursuant to the first tranche will agree to share an aggregate of approximately 1.92 per cent of the first-tranche royalty with the holders of debentures issued pursuant to the second tranche, such that the portion of the first-tranche royalty that represents the shared first-tranche royalty will be allocated on a pro rata basis among the sharing holders and the holders of debentures issued pursuant to the second tranche. The percentage of the shared first-tranche royalty may vary depending on who the sharing holders will be and their pro rata share of the first-tranche royalty that they are willing to share. The first-tranche royalty will replace the 2-per-cent net smelter return royalty with respect to the company's Treasure Mountain mine, which is currently held by Waterton and will be terminated upon repayment of all amounts owed to Waterton by the company.

Closing of the second tranche remains subject to final acceptance of the TSX Venture Exchange. The company does not expect to pay finders' fees in connection with the issuance of debentures under the second tranche. The debentures, warrants and shares issuable on conversion thereof will be subject to a statutory hold period expiring on the date that is four months and one day after closing. The proceeds of the second tranche are expected to be used for repayment of the company's outstanding debt and for general working capital purposes.

Further to the company's news release dated March 11, 2015, the company continues to work toward completing the previously announced share consolidation and name change. The consolidation and name change are subject to approval of the TSX Venture Exchange and are not expected to be completed until after closing of the second tranche.

We seek Safe Harbor.

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