VANCOUVER, BRITISH COLUMBIA--(Marketwire - June 15, 2012) -
NOT FOR ISSUE IN THE UNITED STATES OR TO U.S. NEWSWIRE SERVICES
Huldra Silver Inc. (TSXV:HDA) ("Huldra" or the "Company"), is pleased to announce that it has priced, together with National Bank Financial Inc., the lead agent on behalf of a syndicate of agents, including BayFront Capital Partners and Pope & Company Limited (collectively, the "Agents"), its previously announced best efforts private placement. The Company will issue up to 2,777,777 common shares (each, a "Share") at a price of $1.08 per Share for gross proceeds of up to $3,000,000 and up to 3,333,333 flow-through common shares (each, a "Flow-Through Share") at a price of $1.20 per Flow-Through Share for gross proceeds of up to $4,000,000, for aggregate gross proceeds of up to $7,000,000 (the "Offering").
In connection with the Offering, the Agents will receive a cash commission equal to 8.0% of the gross proceeds raised under the Offering and that number of non-transferable broker warrants (the "Broker Warrants") as is equal to 8.0% of the number of Shares and Flow-Through Shares sold. Each Broker Warrant will be exercisable into one common share of the Company at $1.08 per share, for a period of 24 months from the Closing Date (as defined herein).
The Company will also be undertaking a concurrent non-brokered private placement (the "Non-Brokered Financing") of up to 1,250,000 flow-through common shares (each, a "Non-Brokered FT Share") at a price of $1.20 per Non-Brokered FT Share for gross proceeds of up to $1,500,000.
The proceeds from the sale of the Offering and from the Non-Brokered Financing (together, the "Financings") shall be used to advance the Treasure Mountain project towards production, for resource exploration, for debt repayment and for general working capital purposes. The gross proceeds received by the Company from the sale of the Flow-Through Shares and the Non-Brokered FT Shares will be used to incur eligible Canadian Exploration Expenses for purposes of the Income Tax Act (Canada) after the Closing Date and before January 1, 2013 and an amount equal to such gross proceeds will be renounced in favour of the holders with an effective date of no later than December 31, 2012.
Closing of the Offering is scheduled to occur on or about June 29, 2012 (the "Closing Date"). Closing of the Non-Brokered Financing is expected to occur prior to such date, as determined by the Company. All securities issued in the Financings will be subject to a statutory four month hold period. 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.
None of the securities sold in connection with the Financings 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.
About Huldra Silver Inc.
Huldra is currently working on plans to put its Treasure Mountain Mine, located 3 hours east of Vancouver, BC, into development, subject to permitting and financing, utilizing a mill being constructed at the Company's mill property outside of Merritt, BC. The Company currently employs more than 60 people between the two properties. 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
Except for statements of historical fact relating to the Company, certain information contained herein constitutes "forward-looking information" under Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the terms and use of proceeds of the Financings, the ability of the Company to complete the Financings and the impact of the Offerings on the Company. Generally, forward-looking information can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is based on the opinions and estimates of management as of the date such statements are made and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information that is included herein, except in accordance with applicable securities laws.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.
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