23:51:58 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Hudson Resources Inc
Symbol HUD
Shares Issued 156,019,483
Close 2018-06-20 C$ 0.43
Market Cap C$ 67,088,378
Recent Sedar Documents

Hudson Resources closes $9.82M tranche of placement

2018-06-20 16:08 ET - News Release

Mr. James Tuer reports

HUDSON RESOURCES CLOSES FINAL TRANCHE OF OVERSUBSCRIBED PRIVATE PLACEMENT

Hudson Resources Inc. has closed the second and final tranche of its previously announced (on April 30, 2018) non-brokered private placement.

In the final, oversubscribed, tranche of the private placement, the company issued 21,843,222 units at a price of 45 cents 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 composed of one common share of the company and one-half of one warrant. Each warrant entitles the holder to purchase one share at a price of 75 cents for a period of three years following the date of issuance, subject to acceleration in the event that the shares trade above a weighted average of $1.50 for 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 Oct. 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. 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 per cent 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 acquired control of 20 million 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 per cent of the company's issued and outstanding common shares on a non-diluted basis or 15.96 per cent 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 at 41-55-415-5010.

We seek Safe Harbor.

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