Honey Badger Files Preliminary Short Form Prospectus for New Issue of Units and Flow-Through Units
29 Maggio 2014 - 10:01PM
Marketwired
Honey Badger Files Preliminary Short Form Prospectus for New Issue
of Units and Flow-Through Units
TORONTO, ONTARIO--(Marketwired - May 29, 2014) - Honey Badger
Exploration Inc. (TSX-VENTURE:TUF) (the "Corporation") is pleased
to announce that it has filed a preliminary short form prospectus
in each of the provinces of Alberta, British Columbia, Ontario and
Québec in order to qualify the proposed distribution of units (the
"Units") of the Corporation at a price of $0.05 per Unit, and
flow‐through units (the "Flow‐Through Units") of the Corporation at
a price of $0.05 per Flow‐Through Unit for maximum total gross
proceeds of $7,500,000 (the "Offering"). Closing of the Offering is
conditional upon the Corporation receiving minimum gross proceeds
of $2,500,000 from the sale of any combination of Units and
Flow‐Through Units.
Each Unit consists of one common share of the Corporation (a
"Common Share") and one non flow‐through Common Share purchase
warrant (a "Warrant"). Each Flow‐Through Unit consists of one
Common Share to be issued on a "flow‐through" basis (a
"Flow‐Through Share") within the meaning of the Income Tax
Act (Canada) (the "Tax Act") and one‐half of one non
flow-through Warrant.
Each full Warrant will entitle the holder thereof to purchase
one non flow‐through Common Share of the Corporation (the "Unit
Warrant Shares") at a price of $0.10 per Unit Warrant Share at any
time before the date that is 36 months following the closing date
of the Offering.
The Offering will be conducted on a "best effort" agency basis
led by Secutor Capital Management Corporation (the "Agent").
The Corporation will grant an over‐allotment option (the
"Over‐Allotment Option") to the Agent, exercisable for a period of
30 days following the closing of the Offering, in whole or in part,
to purchase additional Units and Flow‐Through Units to a maximum of
the lessor of (i) 15% of the number of Units and Flow‐Through Units
sold pursuant to the Offering; and (ii) the actual over‐allocation
position of the Agent.
In connection with the Offering, the Corporation will pay the
Agent a cash commission equal to 6% of the gross proceeds of the
Offering and grant compensation options to the Agent entitling it
to purchase that number of non flow‐through Common Shares of the
Corporation (the "Broker Warrant Shares") equal to 6% of the
aggregate number of Units and Flow‐Through Units sold under the
Offering (including those sold under the Over‐Allotment Option) for
a period of 36 months following the closing date of the Offering,
at a price of $0.05 per Broker Warrant Share.
The net proceeds from the sale of Units will be used to fund the
previously disclosed acquisition of the Sagar Property and for
general corporate purposes. The proceeds from the sale of FT Units
is expected to be used to incur Canadian exploration expenses (CEE)
within the meaning of the Tax Act on the Sagar Property.
Purchasers of the Flow-Through Shares with sufficient income
will be entitled to claim a 100% deduction of the amount of their
subscription for Canadian federal and Québec provincial tax
purposes for the 2014 taxation year, and individual purchasers will
be entitled to claim an additional 15% federal non-refundable
investment tax credit in respect of such expenditures. Individual
purchasers of Flow-Through Shares resident in Québec with
sufficient income will be entitled to claim two additional
deductions of 25% each of the amount of their subscription for the
2014 taxation year.
Closing of the Offering is subject to customary conditions of
closing, including receipt of securities regulatory approvals as
well as the approval of the TSX Venture Exchange.
The Units and the Flow-Through Units have not been, nor will
they be, registered under the United States Securities Act of 1933,
as amended (the "1933 Act"), and may not be offered, sold or
delivered, directly or indirectly, within the United States, or to
or for the account or benefit of U.S. persons unless the Units and
the Flow-Through Units are registered under the 1933 Act or
pursuant to an applicable exemption from the registration
requirements of the 1933 Act. This press release does not
constitute an offer to sell, nor it is a solicitation of an offer
of securities, nor shall there be any sale of securities in any
state of the United States in which such offer, solicitation or
sale would be unlawful.
About Honey Badger Exploration Inc.
Honey Badger Exploration Inc. is a gold and base-metals
exploration company headquartered in Toronto, Ontario, Canada with
properties in Québec and British Columbia. The Corporation's Common
Shares trade on the TSX Venture Exchange under the symbol
"TUF".
For more information, please visit our website at
http://www.honeybadgerexp.com.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
Honey Badger Exploration Inc.Quentin YariePresident &
COO(416) 364-7029qyarie@honeybadgerexp.comHoney Badger Exploration
Inc.Mia BoiridyInvestor Relations(416)
364-7029mboiridy@honeybadgerexp.com
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