Nighthawk Gold (NHK-V) June 6, '14 will be increasing the total size of its best-efforts private placement, previously announced on June 3, 2014, for total gross proceeds of up to $8-million. All other terms of the offering will remain as previously announced, including that the offering is being led by Primary Capital Inc. The offering is for flow-through units at a price of 40 cents per flow-through unit and units at a price of 40 cents per unit for total gross proceeds of up to $8-million. Each flow-through unit shall consist of one common share of Nighthawk, which will qualify as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each unit shall comprise one common share and one-half of one warrant. Each warrant shall entitle the holder thereof to acquire one common share of Nighthawk at a price of 50 cents for a period of 18 months following the closing of the offering.
The offering is scheduled to close on or about June 25, 2014, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the acceptance by the TSX Venture Exchange.
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Nighthawk Gold (NHK-V) June 3rd '14 has entered into an agreement in connection with a private placement offering of flow-through units at a price of 40 cents per flow-through unit and units at a price of 40 cents per unit for aggregate gross proceeds of up to $5-million. Each FT unit shall consist of one common share of Nighthawk, which will qualify as a flow-through share within the meaning of the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each unit shall be composed of one common share and one-half of one warrant. Each warrant shall entitle the holder thereof to acquire one common share of Nighthawk at a price of 50 cents for a period of 18 months following the closing of the offering.
A syndicate of agents, led by Primary Capital Inc., have agreed to act on a best-efforts agency basis with respect to the offering. Nighthawk has agreed to pay the agents a commission equal to 6.0 per cent of the aggregate gross proceeds of the offering and issue the agents broker warrants exercisable in the aggregate for that number of common shares of Nighthawk equal in number to 6.0 per cent of the number of FT units and units sold under the offering. The broker warrants will be exercisable at a price of 45 cents per common share for a period of 18 months following the closing date of the offering.
It is anticipated that insiders of the company may participate in the offering for greater than 25 per cent of the offering. By virtue of their participation, the offering would constitute a related-party transaction under applicable securities laws. The offering is scheduled to close on or about June 25, 2014. The company expects to release a material change report, including details with respect to the related-party transaction, less than 21 days prior to the closing of the offering, which the company deemed reasonable in the circumstances, so as to be able to avail itself of potential financing opportunities and complete the offering in an expeditious manner. As the related-party transaction will not exceed specified limits, will constitute a distribution of securities for cash and because the company is not listed on certain specified exchanges, it is expected that neither a formal valuation nor minority shareholder approval will be required in connection with the offering.
The gross proceeds from the sale of the FT units will be used to incur Canadian exploration expenses (as such term is defined in the Income Tax Act (Canada)), which will also qualify as flow-through mining expenditures (as defined in the act provided the amendments to the term as contained in the Feb. 11, 2014, federal budget become law) on the continued exploration of the company's Indin Lake gold property located in the Northwest Territories. The net proceeds from the sale of the units will be used for general working capital purposes. The offering is subject to certain conditions, including, but not limited to, the receipt of all necessary approvals, including the acceptance by the TSX Venture Exchange.
Any securities to be issued under the offering will be subject to a hold period of four months and a day from the closing date of the offering in accordance with the rules and policies of the TSX Venture Exchange, applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws. |
