VANCOUVER, BRITISH COLUMBIA--(Marketwired - May 31, 2013) -
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN OR INTO THE UNITED STATES.
Huldra Silver Inc. ("Huldra" or the "Company") is pleased to announce that it has arranged a non-brokered private placement financing (the "Offering"), consisting of the issuance of up to 3,300,000 units (each, a "NFT Unit") at a price of $0.30 per NFT Unit for gross proceeds of up to $990,000 and up to 7,500,000 units (each, a "FT Unit") at a price of $0.40 per FT Unit for gross proceeds of up to $3,000,000.
Each NFT Unit will consist of one common share of the Company (each, a "Share") and one non-transferable common share purchase warrant (each, a "Warrant"), with each Warrant entitling the holder to acquire one Share (each, a "Warrant Share") at a price of $0.40 per Warrant Share for a period of two years from the closing of the Offering.
Each FT Unit will consist of one common share of the Company (each, a "FT Share"), issued on a "flow-through" basis pursuant to the Income Tax Act (Canada) and one-half of one non-transferable common share purchase warrant (each whole warrant, a "FT Warrant"), with each FT Warrant entitling the holder to acquire one Share (each, a "FT Warrant Share") at a price of $0.50 per FT Warrant Share for a period of two years from the closing of the Offering.
All securities issued in the Offering will be subject to a statutory hold period expiring four months and one day after closing of the Offering. Completion of the Offering is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the TSX Venture Exchange. The Company may pay finder's fees in connection with the Offering. The terms of the finder's fees, if any, will be announced once settled.
The Company intends to use the proceeds from the sale of the Offering to advance the Treasure Mountain project, for resource exploration, for repayment of debt and for general working capital purposes.
Ryan Sharp, President and CEO states "We are fully committed to advancing the Treasure Mountain Project forward and maintaining all of our corporate objectives to continue to add long-term shareholder value".
None of the securities sold in connection with the Offering will be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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.
Huldra Silver is a fully integrated silver mining, exploration and development company. The Company is currently mining at its Treasure Mountain Project, located three hours east of Vancouver, B.C, utilizing its offsite mill for processing mill feed at the Company's property outside of Merritt, B.C. The Company is also actively assessing other opportunities for acquisition and development.
On behalf of the Board of Directors
Ryan Sharp, MBA, President, CEO & Director
Disclaimer for Forward-Looking Information: Except for statements of historical fact, this news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" occur. In particular, forward-looking information in this press release includes, but is not limited to, statements with respect to the expectations of management regarding the proposed Offering, expectations of management regarding the use of proceeds of the Offering, renunciation of an amount equal to the proceeds from the sale of FT Units in favour of the holders of FT Units, closing conditions for the Offering, the expiry of hold periods for securities distributed pursuant to the Offering, and TSX Venture Exchange approval of the proposed Offering. Although Huldra believes that the expectations reflected in the forward-looking information are reasonable, there can be no assurance that such expectations will prove to be correct. Such forward-looking statements are subject to risks and uncertainties that may cause actual results, performance or developments to differ materially from those contained in the statements including, without limitation, the risks that the Huldra may not complete the Offering on terms favorable to Huldra or at all; the Exchange may not approve the Offering; the proceeds of the Offering may not be used as stated in this press release; that the funds raised from the sale of the FT Units may not be renounced in favour of the holders of FT Units; and that the parties may be unable to satisfy all of the conditions to closing the Offering.