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or Name
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Huldra Silver Inc (2)
Symbol HDA
Shares Issued 403,033,186
Close 2015-05-19 C$ 0.02
Market Cap C$ 8,060,664
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Huldra closes second tranche of debenture financing

2015-05-20 16:38 ET - News Release

Mr. Peter Espig reports

HULDRA SILVER CLOSES SECOND TRANCHE OF CONVERTIBLE DEBENTURE FINANCING

Huldra Silver Inc. has completed the second tranche of its previously announced offering of subordinated secured convertible debentures, in the total 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 releases dated Nov. 24, 2014, and May 19, 2015). Pursuant to the second tranche, the company issued debentures in the total principal amount of $250,000 and 1.25 million warrants. Each warrant is exercisable into one common share of the company at an exercise price of 7.5 cents per share until May 20, 2016, and at 10 cents per share from May 21, 2016, to May 20, 2019, subject to the terms and conditions of the warrants. On Nov. 24, 2014, the company completed a first tranche of the offering for gross proceeds of $7,000,882. To date, the company has raised a total of $7,250,882 pursuant to the offering.

The debentures mature on May 20, 2018, and bear interest at a rate of 10 per cent per year, which interest is payable as to 50 per cent in case 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. A maximum of 4,545,455 shares will be issuable on conversion of the principal amount of the debentures issued pursuant to the second tranche, subject to adjustment.

The holders of the debentures have been 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 the related ancillary agreements.

The debentures and related security interest 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 a total 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 debenture issued pursuant to the first tranche will agree to share a total of 1.918010331 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 that is currently held by Waterton and will be terminated upon repayment of all amounts owed to Waterton by the company.

The debentures, warrants and shares issuable on conversion thereof issued under the second tranche are subject to a statutory hold period expiring Sept. 21, 2015. 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.

We seek Safe Harbor.

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