LONDON, UNITED KINGDOM--(Marketwire - March 1, 2013) - Hunter Bay Minerals plc ("Hunter Bay") (TSX VENTURE:HBY)(OTCQX:HTBNF) is pleased to announce that it has entered into a cooperation agreement (the "Cooperation Agreement") with Sumin Resources Limited ("Sumin"), which is intended to govern the relationship between Hunter Bay and Sumin with respect to various matters, including future dealings with securities of Hunter Bay and corporate opportunities of Sumin. Sumin is a private company explorating and developing a portfolio of high-potential gold properties in Suriname.
Under the terms of the Cooperation Agreement: (i) Sumin has agreed to, subject to certain conditions of the Cooperation Agreement, purchase 5,000,000 units ("Units") of Hunter Bay at a price of $0.10 per Unit for total proceeds of $500,000 (the "First Tranche Subscription"). Each Unit is comprised of one ordinary share (a "Share") of Hunter Bay and one share purchase warrant (a "Warrant") of Hunter Bay, with each Warrant entitling the holder to purchase one additional Share at a price of $0.10 per Share for a period of six months following closing of the First Tranche Subscription, and (ii) Hunter Bay has granted Sumin the option to purchase a further 18,750,000 Units at a price equal to the greater of: (A) $0.10 per Unit, or (ii) the Discounted Market Price (as that term is defined by the rules of the TSX Venture Exchange) of Hunter Bay's Shares (the "Second Tranche Subscription"). Each Unit will also comprise of one Share and one Warrant.
In addition, under the terms of the Cooperation Agreement, Sumin has been granted certain rights including: (i) a pre-emptive right to maintain its percentage interest in any future financing as long as Sumin holds beneficial ownership of 5% or more of the ordinary shares of Hunter Bay, (ii) maintain two nominees of Sumin on Hunter Bay's board of directors as long as Sumin holds beneficial ownership of 5% or more of the ordinary shares of Hunter Bay.
As a condition to the First Tranche Subscription, Hunter Bay is required, among other things: (i) to obtain conditional approval of the First Tranche Subscription and Second Tranche Subscription from the TSX Venture Exchange, (ii) to obtain the approval of the shareholders, holding a majority of the issued and outstanding ordinary shares of Hunter Bay, and (iii) to appoint two nominees of Sumin, being Derk Hartman and Oscar Louzada, to Hunter Bay's board of directors.
The parties anticipate that the First Tranche Subscription will be allocated to Hunter Bay's previously announced $1,000,000 financing, which will result in it being fully subscribed.
In conjunction with signing the Cooperation Agreement, the board of directors of Hunter Bay appointed Derk Hartman and Oscar Louzada to the board of directors.
Derk Hartman has worked for more than 15 years on all aspects of mining projects throughout the Americas, Africa and the FSU. He has advised many private and publicly traded mining companies at board level on company transforming transactions. He has worked in investment banking for more than 10 years and has extensive international capital markets experience. Before he founded Sumin Resources he was a director in the Global Metals & Mining team of the Canadian mining investment bank BMO Capital Markets. Derk has a MSc in Mining Engineering from Delft University of Technology in the Netherlands and holds the accredited FT Non-Executive Director Certificate.
Oscar Louzada has over 16 years' experience in the international financial sector, working for Beeson Gregory (Evolution) and Canaccord Adams where he focused on South American mining opportunities. He was part of the team that financed Pacific Rubiales (Colombia), Metminco (Chile/Peru) and Yamana Gold (Brazil), further to financing other smaller oil and mineral exploration and development companies in South America. Oscar read Economics in Madrid (Spain) and Amsterdam (Netherlands).
Dr Chris Wilson, CEO of Hunter Bay comments, 'I am delighted to welcome Derk and Oscar to Hunter Bay's board. In addition to the financial experience they bring to the company, their extensive experience in Suriname will significantly strengthen Hunter Bay's operational capability in country'.
About Hunter Bay
Hunter Bay is engaged in the acquisition, exploration and development of mineral resource properties located in South America and Canada. Hunter Bay's lead project is the Sela Creek Project, located in Suriname, which Hunter Bay has an option to acquire up to an eight percent (80%) interest. Hunter Bay also owns a one-hundred percent (100%) interest in the Great Bear Lake Properties located in the eastern side of Great Bear Lake NWT.
Information set forth in this news release contains forward-looking statements that are based on assumptions as of the date of this news release. These statements reflect management's current estimates, beliefs, intentions and expectations. They are not guarantees of future performance. Hunter Bay cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Hunter Bay's control. Such factors include, among other things: risks and uncertainties relating to Hunter Bay's ability to complete any additional sales of securities under the private placement and to obtain TSX Venture Exchange approval of such additional sales. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Hunter Bay undertakes no obligation to publicly update or revise forward-looking information.
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