Highland Copper Company Inc. (TSX-V:HI) is pleased to announce that it has completed a first tranche of its previously announced non brokered private placement of units of its securities at a price of $0.25 per Unit for gross proceeds of $6,137,510. A total of 24,550,040 units comprising 24,550,040 common shares and 12,275,020 share purchase warrants were issued. Each Warrant entitles the holder to purchase one additional common share for a period of 18 months, at $0.50 per share. The Warrants are subject to a right of accelerated expiry at the Company’s option when the closing price of its common shares on the TSX Venture has exceeded $0.80 for twenty consecutive trading days at any time after six months from closing of the Offering. Following closing of this first tranche of the Offering, the Company has 121,516,785 common shares issued and outstanding. A cash finder’s fee of 5% of the proceeds is being paid to certain finders in accordance with the TSXV policies. The Company expects to close a second tranche of the Offering on or about March 19, 2015.
Certain directors of the Company participated in the first tranche of the Offering, purchasing 7,560,000 units. These constitute related party transactions pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions. The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company’s market capitalization.
The securities issuable under the Offering will be subject to a hold period expiring four months and one day after the closing date. The common shares have not been and will not 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 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 Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
Highland Copper Company Inc. is a Canadian exploration company focused on exploring and developing copper projects in the Upper Peninsula of Michigan, U.S.A., including White Pine North, Copperwood and the Keweenaw projects.
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