VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 3, 2015) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
HUDSON RESOURCES INC. (the "Company") (TSX VENTURE:HUD)(OTCQX:HUDRF) is pleased to announce that it has closed its previously announced offering for 8,047,000 units ("Units") of the Company, at a price of $0.50 per Unit, for total proceeds of $4,023,500. Each Unit is comprised of one fully paid and non-assessable common share (a "Share") in the capital of the Company and one-half of a transferable Common Share purchase warrant (a "Warrant"). Each whole Warrant entitles the holder thereof to purchase one additional Share (a "Warrant Share") in the capital of the Company until September 1, 2018, at an exercise price of $0.75 per Warrant Share. Hudson reserves the right to issue an over-allotment of up to 4,000,000 Units for additional proceeds of $2,000,000 subsequent to this closing. The Company paid $234,510 in finders' fees in connection with this private placement.
Both the common shares issued as part of the Units and any common shares issued upon exercise of the Warrants are subject to a hold period, which expires on January 2, 2016 and, such common shares may not be traded until January 2, 2016, except as permitted by the Securities Act (British Columbia) and the Rules made thereunder and the TSX Venture Exchange.
The net proceeds of the private placement will be used for pre-construction activities regarding the Company's White Mountain Anorthosite Project and for general corporate purposes.
After the completion of this offering, Hudson's issued and outstanding securities are comprised of 89,533,766 common shares, 5,600,000 options and 4,023,500 warrants.
Alnesh Mohan, the CFO of the Company, purchased 40,000 Units and John McDonald, a director of the Company, purchased 50,000 Units for aggregate proceeds of $45,000. As a result, their participation is considered a "related party transaction" under Policy 5.9 of the TSX Venture Exchange (the "TSXV"), which adopts Multilateral Instrument 61-101 ("MI 61-101"). The directors of the Company 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(a) and (b) and 5.7(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.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended, or under any applicable securities laws of any state of the United States and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements.
ON BEHALF OF THE BOARD OF DIRECTORS
James Tuer, President
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. |