11:10:18 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Mineral Hill Industries Ltd (2)
Symbol MHI
Shares Issued 11,056,303
Close 2016-12-05 C$ 0.23
Market Cap C$ 2,542,950
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Mineral Hill hires Holborn for bond issue

2016-12-05 19:48 ET - News Release

Mr. Dieter Peter reports

MINERAL HILL - UPDATE OF FUNDAMENTAL ACQUISITION AND TERMS OF THE PRIVATE PLACEMENT

In connection with Mineral Hill Industries Ltd.'s substantial acquisition of 45 per cent of the outstanding shares of CPS Energy Resources PLC and its announcement of the conditional acceptance of the transaction by the TSX Venture Exchange, the company announced on Aug. 18, 2016, that it had received the irrevocable right of first refusal from an additional two shareholders of CPS, representing 8 per cent of CPS's outstanding shares, which would bring the company's shareholdings in CPS up to 53 per cent. In anticipation that the right of first refusal may be exercised subsequent to the final approval of the transaction, Mineral Hill had engaged Holborn Capital Ltd., London, United Kingdom, to incorporate a company in the U.K. under the name of MHI Mass-Energy Financing PLC (MMF) for the purpose of facilitating a bond issue to back up all future financings for the OPL 236 project with the objective that MMF would be transferred to Mineral Hill as a 100-per-cent-owned subsidiary subsequent to the final approval of the present transaction.

MMF entered into discussions with a European-based financial services group and has signed an understanding for an eight-year U.S.-dollar zero-coupon bond for $60-million (U.S.) to be completed after closing the proposed private placement. The bond will include the necessary insurance guarantees, which have been confirmed by the insurers. Subsequent to issuance, the bond is expected to be sold to a small number of European financial institutions, including a well-established European bank headquartered in Germany, which have purchased previous bonds from the same sources.

The bond will be issued shortly after the effective date of the share purchase agreement (SPA), which has been defined within the SPA as the date three business days after the issuer has received the final approval from the TSX Venture Exchange for the transaction.

As the bond issue will minimize the company's dilution and considering the present overall difficulties of raising venture capital for junior companies with initially low trading liquidity, but also due to the desire of some potential investors to see the final approval of the proposed transaction, the company has decided to reduce the Sept. 13, 2016, announced private placement for up to 6.7 million securities units to a maximum of three million units at a price of 30 cents per unit in the capital of the company. All other conditions in respect to the private placement and its units, including a substantial participation by insiders, will remain as previously reported.

Since the issuance of the bond is predicated on the final approval and the funds resulting from the bond will only be available to the company subsequent to the final approval, which entails as its final condition the closing of the private placement financing to provide the company with sufficient working capital, without the private placement, the company will experience extreme financial hardship and is relying on substantial participation by insiders in the proposed private placement.

Therefore, certain directors and officers of the company have committed to acquire up to one-third of the private placement. Any such participation would be considered to be a related-party transaction as defined under Multilateral Instrument 61-101, and the company will rely on exemptions from the formal valuation and minority shareholder approval requirements that generally apply to related-party transactions under applicable securities laws. There will be a finder's fee payable by the company to certain non-related parties raising certain portions of the private placement funds.

We seek Safe Harbor.

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