Nighthawk Proposes Private Placement for up to $5,000,000
03 Giugno 2014 - 2:00PM
Marketwired
Nighthawk Proposes Private Placement for up to $5,000,000
TORONTO, ONTARIO--(Marketwired - Jun 3, 2014) - Nighthawk Gold
Corp. ("Nighthawk" or the "Company") (TSX-VENTURE:NHK) is pleased
to announce that it has entered into an agreement in connection
with a private placement offering of flow through units ("FT
Units") at a price of $0.40 per FT Unit and units ("Units") at a
price of $0.40 per Unit for aggregate gross proceeds of up to
$5,000,000 (the "Offering"). Each FT Unit shall consist of one
common share of Nighthawk, which will qualify as a "flow-through
share" within the meaning of the Income Tax Act (Canada)
and one-half of one common share purchase warrant (each whole
common share purchase warrant, a "Warrant"). Each Unit shall be
comprised of one common share and one-half of one Warrant. Each
Warrant shall entitle the holder thereof to acquire one common
share of Nighthawk at a price of $0.50 for a period of 18 months
following the closing of the Offering.
A syndicate of agents, led by Primary Capital Inc.
(collectively, the "Agents"), have agreed to act on a best efforts
agency basis with respect to the Offering. Nighthawk has agreed to
pay the Agents a commission equal to 6.0% of the aggregate gross
proceeds of the Offering and issue the Agents broker warrants (the
"Broker Warrants") exercisable in the aggregate for that number of
common shares of Nighthawk equal in number to 6.0% of the number of
FT Units and Units sold under the Offering. The Broker Warrants
will be exercisable at a price of $0.45 per common share for a
period of 18 months following the closing date of the Offering.
It is anticipated that insiders of the Company may participate
in the Offering for greater than 25% of the Offering. By virtue of
their participation, the Offering would constitute a "related party
transaction" under applicable securities laws. The Offering is
scheduled to close on or about June 25, 2014. 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.
The gross proceeds from the sale of the FT Units will be used to
incur "Canadian exploration expenses" (as such term is defined in
the Income Tax Act (Canada) (the "Tax Act")), which will
also qualify as "flow-through mining expenditures" (as defined in
the Tax Act provided the amendments to the term as contained in the
February 11, 2014 federal budget become law), on the continued
exploration of the Company's Indin Lake Gold property located in
the Northwest Territories. The net proceeds from the sale of the
Units will be used for general working capital purposes. The
Offering is subject to certain conditions including, but not
limited to, the receipt of all necessary approvals including the
acceptance by the TSX Venture Exchange ("TSXV").
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 TSXV
and applicable Canadian securities laws and such other further
restrictions as may apply under foreign securities laws.
Nighthawk Gold
Corp.
Nighthawk is a Canadian-based exploration company focused on
acquiring and developing gold mineral properties in the Northwest
Territories, Canada. Its land position covers 229,791 acres or 930
square kilometres in the Indin Lake Gold Camp, located
approximately 220 kilometres north of Yellowknife, Northwest
Territories.
For more information about the Company, please visit
www.nighthawkgold.com.
Forward-Looking Information
Certain information set forth in this news release may contain
forward-looking information that are based on the then current
expectations, beliefs, assumptions, estimates and forecasts about
the Company's business and the industry and markets in which it
operates. Forward-looking information in this press release
includes statements with respect to insider participation in the
Offering, the completion of, and the expected use of proceeds from,
the Offering, and the Offering being exempt from minority approval
and formal valuation requirements pursuant to applicable securities
laws. Assumptions and factors underlying the Company's expectations
regarding forward-looking information contained herein include,
among others: that financing will be available if and when needed
on reasonable terms; that general business and economic conditions
will not change in a material adverse manner; that the Company's
current exploration activities can be achieved and that its other
corporate activities will proceed as expected; and governmental and
other approvals required to conduct the Company's planned
exploration activities will be available on reasonable terms and in
a timely manner. Readers are cautioned that the assumptions used in
the preparation of such forward-looking information, although
considered reasonable at the time of preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on
forward-looking information.
Forward-looking information also involves known and unknown
risks and uncertainties and other factors, which may cause actual
events or results in future periods to differ materially from any
projections of future events or results expressed or implied by
such forward-looking information, including, among others: risks
related to the availability of financing on commercially reasonable
terms and the use of proceeds; changes in the market or potential
downturns in economic conditions; industry conditions; volatility
of commodity prices; risks associated with the uncertainty of
exploration results and estimates; currency fluctuations;
dependency upon regulatory approvals; changes in laws and
regulations; and delays in obtaining governmental or other
approvals or financing. There can be no assurance that
forward-looking information will prove to be accurate, as actual
results and future events could differ materially from those
anticipated, estimated or intended. This press release is not, and
is not to be construed in any way as, an offer to buy or sell
securities in the United States. The Company undertakes no
obligation to update or reissue forward-looking information as a
result of new information or events except as required by
applicable securities laws. The reader is cautioned not to place
undue reliance on forward-looking information.
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 news release.
Nighthawk Gold Corp.David WileyPresident & CEO(647)
260-1247(416)
363-4567dwiley@nighthawkgold.comwww.nighthawkgold.com
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