Hemlo Explorers Inc. (the “Company”) (TSXV: HMLO) is pleased to
announce that it has closed the first tranche of the non-brokered
private placement (the “Offering”) announced on October 22, 2021
and November 4, 2021. Under the first tranche of the Offering, the
Company issued 4,925,332 units (“Units”), each comprised of one non
flow-through common share and half of one common share purchase
warrant (each whole common share purchase warrant, a “Warrant”) and
1,529,300 “flow-through” units (“FT Units”), each comprised of one
flow-through common share and half of one Warrant, for aggregate
gross proceeds of approximately $1,505,818. The common share
component of each FT Unit was issued as a “flow-through share” (as
defined in subsection 66(15) of the Income Tax Act (Canada)). Each
Warrant is exercisable to acquire one common share of the Company
(a “Warrant Share”) at an exercise price of $0.40 per Warrant Share
until May 25, 2023, but subject to accelerated expiry terms
following the four month and a day hold period (as further
described below) if the Company’s common shares trade at or above
$0.80 per share for 20 consecutive days in which case the Company
will have the right to accelerate the exercise period to a date
ending at least 30 days from the date that notice of such
acceleration is provided to the holders of the Warrants.
The proceeds of the FT Unit portion of the first
tranche of the Offering will be used for the exploration of the
Company’s Hemlo area properties, and the proceeds of the Unit
portion of the first tranche of the Offering will be used for
general corporate purposes and exploration of the Company’s
properties.
In connection with the closing of the first
tranche of the Offering, the Company paid certain cash finders fees
and issued 175,326 finder’s warrants (each, a “Finder’s Warrant”)
to eligible finders in respect of subscriptions for Units and FT
Units referred by such finders. Each Finder’s Warrant is
exercisable to acquire one common share of the Company (a “Finder’s
Warrant Share”) at an exercise price of $0.225 per Finder’s Warrant
Share until May 25, 2023.
All securities issued in connection with the
first tranche of the Offering (being the Units, the FT Units, the
Finder’s Warrants, and the securities comprising each of the
foregoing) are subject to a statutory hold period expiring March
26, 2022. Certain directors and officers of the Company
participated in the Offering, purchasing in the aggregate 75,000 FT
Units for aggregate proceeds of $19,500.
The Offering remains subject to final approval
of the TSXV Venture Exchange.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be
registered under the United States Securities Act of 1933, as
amended (the “U.S. Securities Act”) or any state securities laws
and may not be offered or sold within the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available. Neither 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.
Early Warning
In connection with the closing of the first
tranche of the Offering, Northfield Capital Corporation
(“Northfield”), together with its joint actor, Mr. Robert Cudney,
acquired ownership and control of 2,300,000 common shares and
1,150,000 Warrants to acquire 1,150,000 additional common
shares.
Prior to the completion of the first tranche of
the Offering, Northfield, together with its joint actor, Mr. Robert
Cudney, owned and controlled an aggregate of 5,892,120 common
shares of the Company (of which 5,886,821 common shares are owned
by Northfield directly and 5,299 common shares are owned by its
joint actor) and convertible securities entitling Northfield and
its joint actor to acquire an additional 443,953 common shares of
the Company (of which 318,953 convertible securities are owned by
Northfield directly and 125,000 convertible securities are owned by
its joint actor) representing approximately 21.72% of the issued
and outstanding common shares of the Company as of November 24,
2021 (or approximately 22.98% calculated on a partially diluted
basis, assuming the exercise of the 443,953 convertible securities
only).
Upon completion of the first tranche of the
Offering, Northfield, together with its joint actor, Mr. Robert
Cudney, own and control an aggregate of 8,192,120 common shares of
the Company (of which 8,086,821 common shares are owned by
Northfield directly and 105,299 common shares are owned by its
joint actor) and convertible securities entitling Northfield and
its joint actor to acquire an additional 1,593,953 common shares of
the Company (of which 1,418,953 convertible securities are owned by
Northfield directly and 175,000 convertible securities are owned by
its joint actor) representing approximately 24.4% of the issued and
outstanding common shares of the Company as of November 25, 2021
(or approximately 27.82% calculated on a partially diluted basis,
assuming the exercise of the 1,593,953 convertible securities
only).
The common shares and Warrants were acquired in
a private placement transaction which did not take place through
the facilities of any market for the Company’s securities. This
transaction was effected for investment purposes and Northfield and
its joint actor could increase or decrease their investments in the
Company at any time, or continue to maintain their current
investment position, depending on market conditions or any other
relevant factor. The common shares and Warrants were acquired for
aggregate consideration of $521,000, pursuant to the exemption
contained in Section 2.3 of National Instrument 45-106 on the basis
that each of Northfield and Mr. Cudney is an “accredited investor”
as defined herein.
This portion of this new release is issued
pursuant to National Instrument 62-103 – The Early Warning System
and Related Take-Over Bid and Insider Reporting Issues, which also
requires an early warning report to be filed on SEDAR
(www.sedar.com) containing additional information with respect to
the foregoing matters. A copy of the related early warning report
may be obtained on the Company’s SEDAR profile or by contacting
Northfield at 141 Adelaide Street West, Suite 301, Toronto,
Ontario, M5H 3L5, Attention: Michael Leskovec tel: 647
794-4360.
About Hemlo Explorers Inc.
Hemlo Explorers is a Canadian-based mineral
exploration company with a portfolio of projects in Ontario and
Nunavut. We are focused on generating shareholder value through the
advancement of our main Hemlo area, including the Pic Project, the
North Limb, and Hemlo West.
For more information please contact:
Brian Howlett, President & CEOHemlo
Explorers Inc.brian@hemloexplorers.ca(647) 227-3035
http://www.hemloexplorers.ca
Forward-Looking Statements
Certain information set forth in this news
release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties, including,
but not limited to, the Offering, the use of proceeds, and the
Company’s plans with respect to the exploration and development of
its properties. These forward-looking statements are subject to
numerous risks and uncertainties, certain of which are beyond the
control of Hemlo Explorers Inc., including, but not limited to, the
impact of general economic conditions, industry conditions,
volatility of commodity prices, risks associated with the
uncertainty of exploration results and estimates, currency
fluctuations, dependency upon regulatory approvals, the uncertainty
of obtaining additional financing, exploration risk and COVID-19
pandemic related orders. Readers are cautioned that the assumptions
used in the preparation of such 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 statements. The Company does not undertake to
update any forward-looking statements, except in accordance with
applicable securities laws.
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