LONGUEUIL, QUEBEC--(Marketwired - March 17, 2014) -
NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE U.S.
Highland Copper Company Inc. (TSX VENTURE:HI) ("Highland" or the "Company") is pleased to announce that it has completed a first tranche of its previously announced (see news release of February 18, 2014) non-brokered private placement of up to 110,000,000 of its common shares at $0.50 per common share (the "Offering"), issuing a total of 4,127,400 common shares for net proceeds of $1,993,015. The proceeds are to be used for general corporate purposes. The investors under this first tranche of the Offering agreed to waive the conditions related to the closing of the acquisition of the Copperwood and White Pine projects, which transactions are fully described in news releases dated February 11, 2014 and March 5, 2014. Following closing of this first tranche of the Offering, the Company has 56,471,945 common shares issued and outstanding.
Certain directors of the Company participated in the first tranche of the Offering, purchasing 1,100,000 common shares. These constitute related party transactions pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied on Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the transaction insofar as the transaction involved interested parties did not exceed 25% of the Company's market capitalization.
All common shares issued under the Offering are subject to a four-month hold period from the date of closing. The common shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any jurisdiction in which such offer, solicitation or sale would be unlawful. Any public offering of securities to be made in the United States must be made by means of a prospectus containing detailed information about the Company and management, as well as financial statements.
As announced on March 5, 2014, the Company and Copper Range Company ("Copper Range") entered into a definitive asset purchase agreement to acquire the White Pine project located in the Upper Peninsula region of Michigan, U.S.A. The Company and Copper Range have agreed to extend the date of completion of the interim closing of the acquisition from March 14 to March 21, 2014, pending receipt of TSXV acceptance and third party consent.
As part of the transaction, the Company and Copper Range have entered into an Access Agreement which allows the Company to initiate exploration activities before the closing of the transaction. The Company has initiated a drilling program at White Pine to take advantage of frozen conditions and a quality assurance program to validate historical drilling results.
On February 11, 2014, the Company and Orvana Minerals Corp. ("Orvana") entered into a definitive agreement whereby Highland will acquire all rights, title and interest in the Copperwood project from Orvana through the acquisition of all of the outstanding shares of Orvana Resources US Corp. Copperwood is located approximately 30 kilometers southwest of the White Pine project. Closing of the Copperwood acquisition is conditional upon the completion of a financing to fund the acquisition and receipt of all required regulatory approvals including the approval of the TSX Venture Exchange.
The Company expects to complete the Offering and the Copperwood acquisition by April 30, 2014.
Highland Copper Company Inc. is a Canadian exploration company focused on exploring and developing copper projects on the Keweenaw Peninsula within the Upper Peninsula of Michigan, U.S.A. Highland's common shares are listed on the TSX Venture Exchange under the symbol 'HI'.
Additional information about Highland is available on the Company's website at www.highlandcopper.com and on SEDAR at www.sedar.com
Certain statements contained in this press release constitute forward looking information under the provisions of Canadian securities laws. These include, without limitation, statements related to: the completion of the Offering; the completion of the acquisition of the White Pine and Copperwood projects; the validation of historical results and other statements regarding the Company's plans. Such statements reflect the Company's views as at the date of this press release and are subject to certain risks, uncertainties and assumptions, and undue reliance should not be placed on such statements. Actual results may be materially different from those currently anticipated. Many factors, known and unknown could cause the actual results to be materially different from those expressed or implied by such forward looking statements. Such risks include, but are not limited to: the inability to raise the full amount of the Offering; the inability to meet the conditions to close the acquisition of the White Pine project or the Copperwood project or both. The Company does not intend, and does not assume any obligation, to update these forward-looking statements and information, except as required by law. Accordingly, readers are advised not to place undue reliance on forward-looking statements.
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 release.