BHK Closes Qualifying Transaction and Concurrent Financing, Announces Name Change, New Board and Officer Appointments
26.01.2015 | Accesswire
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Transaction Summary
Pursuant to the Transaction, the Company acquired all of the issued and outstanding securities of Dome from a wholly owned subsidiary of Silver Bull Resources, Inc. ("Silver Bull") in exchange for USD$1,500,000, plus reimbursement of US$75,000 of Silver Bull's expenses associated with the Transaction, payable in cash.
Aggregate finder's fees of approximately $56,062 were paid in connection with the Transaction, of which approximately $28,031 was paid in cash and the balance of $28,031 was payable through the issuance of 209,063 common shares of the Company at a deemed price of $0.20 per share. Of these amounts, Mr. David Underwood was paid US$24,375 in cash and 134,063 common shares, and Richardson GMP Ltd. received $15,000 in cash and 75,000 common shares.
Concurrent Financing
Upon completion of the Transaction, the Company concurrently completed a brokered financing (the "Financing") raising gross proceeds of $3,227,000 through the sale of 16,135,000 shares at a price of $0.20 per share. Canaccord Genuity Corp. acted as the agent in the Financing and received an aggregate cash commission of $155,430, 777,150 agent's warrants and a corporate finance fee of $65,000 payable through the issuance of 325,000 common shares. Each agent's warrant entitles the holder to purchase one common share for $0.20 per share until January 23, 2017. In addition, a work fee and an advisory fee were paid to the Agent.
The proceeds from the Financing will be used primarily for exploration and development costs on the Company's Ndjole manganese project in Gabon, for general working capital and administrative expenses and to pay the expenses of the Transaction.
The securities issued pursuant to the Transaction and Financing bear a four month hold period expiring on May 24, 2015.
As a result of the completion of the Transaction and Financing, the Company now has 32,169,063 issued and outstanding common shares. Assuming that all of the Company's options, warrants and other convertible securities were exercised, 35,896,213 common shares of the Company would be issued and outstanding on a fully diluted basis. An aggregate of 12,359,563 common shares are subject to escrow restrictions.
Details of the Transaction are contained in the Company's Filing Statement dated August 28, 2014 filed under the Company's profile on www.sedar.com.
Name Change
The Company changed its name to "BHK Mining Corp." It is anticipated that the common shares of the Company will begin trading under stock symbol "BHK.V" on or around Wednesday, January 28, 2015.
Changes in Board and Management
Upon completion of the Transaction, Peter Hughes resigned as the President and Chief Executive Officer of the Company and Brian Richardson resigned as Corporate Secretary of the Company.
George Read, Davide Salvatore and Soebali Sudjie have been appointed as new directors of the Company. The Board is now comprised of Peter Hughes, Brian Richardson, Claus Andrup, George Read, Davide Salvatore, Candrawijaya Katorahardjo and Soebali Sudjie, who will act as the Chairman.
Claus Andrup has also been appointed as the Chief Executive Officer of the Company, David Underwood has been appointed as the VP Exploration and Jennifer Hanson has been appointed as the Corporate Secretary.
Grant of Options
A total of 1,600,000 incentive stock options have been granted to directors and officers of the Company pursuant to the Company's Stock Option Plan. The options are exercisable for a period of five years at a price of $0.20 per share.
About BHK
BHK recognizes the opportunity for a well-managed, professional junior miner in Gabon, and has acquired the Ndjole prospecting licence in a region where near-surface manganese mineralization is wide spread.
On behalf of the Board of Directors
Claus Andrup
President, Chief Executive Officer
For further information contact:
BHK Mining Corp.
Claus Andrup
Telephone: 604 341 4691
Email: claus.andrup@bhkminingcorp.com
Forward looking information: Certain statements contained in this news release, such as proposed use of proceeds and anticipated trading day on the TSXV, constitute "forward-looking information" as such term is used in applicable Canadian securities laws. Forward-looking information is based on plans, expectations and estimates of management at the date the information is provided and is subject to certain factors and assumptions, including, that the Company's financial condition and development plans do not change as a result of unforeseen events and that the Company obtains regulatory approval. Forward-looking information is subject to a variety of risks and uncertainties and other factors that could cause plans, estimates and actual results to vary materially from those projected in such forward-looking information. Factors that could cause the forward-looking information in this news release to change or to be inaccurate include, but are not limited to, the risk that any of the assumptions referred to prove not to be valid or reliable, that occurrences such as those referred to above are realized and result in delays, or cessation in planned work, that the Company's financial condition and development plans change, and delays in regulatory approval, as well as the other risks and uncertainties applicable to mineral exploration and development activities and to the Company as set forth in the Company's Filing Statement in respect of the Transaction filed under the Company's profile at www.sedar.com . The Company undertakes no obligation to update these forward-looking statements, other than as required by applicable law.
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.