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 up to 110,000,000 of its common shares at $0.50 per common share issuing a total of 4,127,400 common shares for net proceeds of $1,993,015. The proceeds are to be used for general corporate purposes. The investors under this first tranche of the Offering agreed to waive the conditions related to the closing of the acquisition of the Copperwood and White Pine projects, which transactions are fully described in news releases dated February 11, 2014 and March 5, 2014. Following closing of this first tranche of the Offering, the Company has 56,471,945 common shares issued and outstanding.
Certain directors of the Company participated in the first tranche of the Offering, purchasing 1,100,000 common shares. 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 (“MI 61-101”). 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.
All common shares issued under the Offering are subject to a four-month hold period from the date of closing. 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.
As announced on March 5, 2014, the Company and Copper Range Company entered into a definitive asset purchase agreement to acquire the White Pine project located in the Upper Peninsula region of Michigan, U.S.A. The Company and Copper Range have agreed to extend the date of completion of the interim closing of the acquisition from March 14 to March 21, 2014, pending receipt of TSXV acceptance and third party consent.
As part of the transaction, the Company and Copper Range have entered into an Access Agreement which allows the Company to initiate exploration activities before the closing of the transaction. The Company has initiated a drilling program at White Pine to take advantage of frozen conditions and a quality assurance program to validate historical drilling results.
On February 11, 2014, the Company and Orvana Minerals Corp. entered into a definitive agreement whereby Highland will acquire all rights, title and interest in the Copperwood project from Orvana through the acquisition of all of the outstanding shares of Orvana Resources US Corp. Copperwood is located approximately 30 kilometers southwest of the White Pine project. Closing of the Copperwood acquisition is conditional upon the completion of a financing to fund the acquisition and receipt of all required regulatory approvals including the approval of the TSX Venture Exchange.
The Company expects to complete the Offering and the Copperwood acquisition by April 30, 2014.
Highland Copper Company Inc. is a Canadian exploration company focused on exploring and developing copper projects on the Keweenaw Peninsula within the Upper Peninsula of Michigan, U.S.A. Highland’s common shares are listed on the TSX Venture Exchange under the symbol ‘HI’.
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