Cypress Hills Resource Corp.

Cypress Hills Resource Corp.

April 21, 2010 21:59 ET

Cypress Hills Resource Corp. Announces Closing of Private Placement Financing and Settlement of Debt

CALGARY, ALBERTA--(Marketwire - April 21, 2010) -


Cypress Hills Resource Corp. ("Cypress" or the "Company") (TSX VENTURE:CHY) is pleased to announce it has closed its previously announced recapitalization (the "Transaction") involving a non-brokered private placement of $480,000 (the "Private Placement") and the settlement of indebtedness to arm's length parties and insiders.

Capital Restructuring and Private Placement

Pursuant to the Private Placement, 3 million units ("Units") of Cypress were issued at a price of $0.16 per Unit for proceeds of $480,000. Each Unit consists of one common share ("Common Share") and one Common Share purchase warrant ("Warrant") of the Company. Each Warrant entitles the holder to purchase one Common Share at an exercise price of $0.21 per Warrant for a period of two years from the date of issuance. The proceeds from the Private Placement will be used initially to repay the Company's debt obligations and for general corporate purposes.

In addition, the Company has issued 1,875,000 Units in settlement of indebtedness to arms-length parties in the amount of $300,000 (the "Debt Settlement") and has issued a total of 3,634,375 Common Shares in settlement of $581,500 of indebtedness to insiders of the Company at a price of $0.16 per Common Share (the "Insider Debt Settlement"). Of this amount, Ted Fostey, President and Chief Executive Officer of the Company, and a company controlled by him, received 2,415,625 shares. As a result, Mr. Fostey holds directly and indirectly a total of 2,678,920 shares, representing approximately 23.26% of the issued and outstanding share capital of the Company. At a shareholders' meeting held on July 24, 2009, the shareholders approved the Debt Settlement and Insider Debt Settlement with Mr. Fostey.

All of the Units and Common Shares issued under the Private Placement, the Debt Settlement and the Insider Debt Settlement are subject to a hold period of 4 months pursuant to applicable securities laws and policies of the TSX Venture Exchange. The above transactions are subject to the receipt of applicable final regulatory approvals.


Certain information set forth in this news release contains forward-looking statements and information ("forward-looking statements"). More particularly, this news release contains statements concerning the closing of the Offering, the Debt Settlement and the Insider Debt Settlement based on the assumption that the Transaction will be granted final approval by the TSX Venture Exchange. By their nature, forward-looking statement s are subject to numerous risks and uncertainties, some of which are beyond the Company's control, including the impact of general economic conditions, industry conditions, volatility of commodity prices, currency fluctuations, imprecision of reserve estimates, environmental risks, competition from other industry participants, the lack of availability of qualified personnel or management, stock market volatility and ability to access sufficient capital from internal and external sources. 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's actual results, performance or achievement could differ materially from those expressed in, or implied by, these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so what benefits the Company will derive therefrom. Furthermore, the forward-looking statements contained in this document are made as of the date of this document and, except as required by applicable law, the Company does not undertake any obligation to publicly update or to revise any of the included forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.

Contact Information

  • Cypress Hills Resource Corp.
    Ted J. Fostey
    President and Chief Executive Officer
    (403) 265-7663