Nighthawk Gold (NHK-V) Announces Strategic Investment by Kinross Gold (K-T)
Oct 13, '16 - NR
Nighthawk Gold is pleased to announce that it intends to complete a $10.1 million non-brokered private placement, including a strategic investment by Kinross Gold Corporation. Following the completion of the Offering, Kinross will hold approximately 9.5% of Nighthawk's issued and outstanding common shares on an undiluted basis.
The Offering will consist of up to 6,170,000 common shares (the "Common Shares") at a price of $0.50 per Common Share and up to 10,769,231 common shares, which qualify as "flow-through shares" within the meaning of the Income Tax Act (Canada) ("FT Shares") at a price of $0.65 per FT Share for aggregate gross proceeds of up to $10,085,000.
"A strategic investment by Kinross positions Nighthawk well to continue to advance our Indin Lake project. We look forward to building upon this relationship while aggressively pursuing the untapped potential we both believe exists in this gold camp" said Dr. Byron, President and Chief Executive Officer of the Company.
The Offering is expected to close on or about November 3, 2016. The gross proceeds from the sale of the FT Shares will be used for exploration on Nighthawk's properties and the net proceeds from the sale of the Common Shares will be used for general working capital purposes. The Offering remains subject to the approval of 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 and applicable Canadian securities laws and such other further restrictions as may apply under foreign securities laws.
It is anticipated that insiders of the Company may participate in the Offering. By virtue of their participation, the Offering would constitute a "related party transaction" under applicable securities laws. 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.
PearTree Securities was retained as strategic financial advisor to Nighthawk with respect to the Offering and its negotiations with Kinross. Dundee Securities Ltd. was also retained and will be paid a finder's fee with respect to the Offering.
About Nighthawk
Nighthawk is a Canadian-based exploration company focused on acquiring and developing gold mineral properties in the Northwest Territories and Northern Ontario. Including the mineral claims and leases of the Colomac Gold Project, Nighthawk's Indin Lake Gold Property comprises a total land package of 222,203 acres in the Indin Lake Greenstone Belt, located approximately 200 kilometres north of Yellowknife, Northwest Territories. Nighthawk also holds a 100% interest in the property known as the Superior Project, which covers 39,015 acres approximately 85 kilometres north of Sault Ste. Marie, Ontario.
Nighthawk Gold Corp.
Dr. Michael J. Byron
President and Chief Executive Officer
(416) 628-5940
mbyron@nighthawkgold.com |
