MELFORT, SK, Aug. 15, 2014 /CNW/ - Further to the press
releases issued on March 6, 2014 and
April 22, 2014, Hodgins Auctioneers
Inc. ("Hodgins" or the "Corporation") (TSXV: HA)
wishes to announce that a wholly owned subsidiary of the
Corporation, 1839579 Alberta Ltd. ("1839579") has acquired a 25%
undivided interest in a group of nine contiguous mineral claims
with a combined total of 39,125 hectares (98,233 acres)("Majesta
Mineral Claims") located 230 km NW of La
Ronge and 445 km north of Prince
Albert, Saskatchewan from Majesta Resources Inc.
("Majesta").
Terms of the Agreement
1839579 has purchased a 25% undivided interest and acquired two
options (the "Options") to acquire up to an additional 65% in
separate tranches. 1839579 has expended $300,000 for exploration expenditures, issued a
promissory note for $100,000 payable
on December 31, 2015 for $100,000 of exploration expenditures and the
Corporation has issued 2,000,000 common shares at a deemed price of
$0.05 per share for the 25% undivided
interest. Majesta will be the operator and will conduct
all exploration activities under the terms of a joint operating
agreement. Any party failing to make cash call are subject to
dilution of their respective working interest. If any party
is diluted below an undivided 10% their interest is converted to a
0.75% net smelter royalty which can be purchased for fair market
value. The Corporation will issue additional shares to Majesta,
along with cash and required work commitments, upon exercise of the
Options as follows:
Nature
of
Transaction
|
Interest
|
Date
|
Cash
or
Assumption
of
Debt
|
Common
Shares
(value
of
Shares)
|
Exploration
Work
Commitments
|
Total
|
Purchase
|
25%
|
August 15,
2014
|
Assumption of debt
$100,000
|
2,000,000
|
$300,000
|
$500,000
|
Option #1
|
35%
|
December 31,
2014
|
Nil
|
4,000,000
|
400,000
|
600,000
|
Option #2
|
30%
|
December 31,
2015
|
Cash
$400,000
|
2,000,000
|
Nil
|
500,000
|
|
90%
|
|
$500,000
|
8,000,000
|
$700,000
|
$1,600,000
|
Private Placement
The Corporation has closed a non-brokered private placement of
7,300,000 units at a price $0.05 per
unit for gross proceeds of up to $365,000. Six of seven of every common
share issued has flow through attributes. Each unit is comprised of
one common share in the capital of Hodgins and one half of one
common share purchase warrant. Each full warrant will entitle
the holder to purchase one common share at a price of $0.075 per common share exercisable no later than
August 8, 2015. All of
the securities issued under the private placement will be subject
to a four month resale restriction. The proceeds of the
private placement will be used to make the claims acquisition. The
Corporation has agreed to pay $18,700
in finders fees. The Corporation has agreed to issue 467,000
common shares as finders commissions and has granted rights to the
finders to acquire 467,000 common shares at a price of $0.075 per common share exercisable no later than
August 8, 2015.
Upon closing there will be 22,717,500 common shares issued and
outstanding. There exists 4,350,000 warrants which entitle
the holders to acquire 4,350,000 common shares at an exercise price
of $0.25 per common share exercisable
until June 19, 2014. There are
4,117,000 warrants which entitle the holders to acquire 4,117,000
common shares at an exercise price of $0.075 per common share which expire on
August 8, 2015. There are
1,000,000 options which entitle the holders to acquire 1,000,000
common shares. On a fully diluted basis there will be
32,182,500 common shares.
Interest of Insiders in Majesta
Grant Hodgins and Barrie Jung are officers and directors of the
Corporation. Grant Hodgins and Barrie
Jung, directly or indirectly, own 33.8% of the issued
(12,948,500) and outstanding shares of the Corporation.
Grant Hodgins is an officer and
director of Majesta. Grant Hodgins
and Barrie Jung own 33.66% of the
common shares of Majesta.
Randy Studer is a director and
officer of Majesta. Randy
Studer, directly or indirectly, and together with family
members own 64.79% of the common shares of Majesta. Randy Studer lives in La Ronge, Saskatchewan, and his primary
occupation for 35 years has been conducting exploration work for
mining companies, through a legal entity called Durama Enterprises
Limited. Randy Studer was a director
and president of a publicly owned mining exploration company on the
TSXV from 1995 to 2006 (Explor Resources Inc. "EXS"). Mr.
Studer will not become an officer and director of the
Corporation. Mr. Studer will not become a control person of
the Corporation.
About Hodgins Auctioneers Inc.
Hodgins Auctioneers is an auction company conducting business in
Western Canada. For further information, please contact
Grant Hodgins, CEO, 306.752.2075 or
visit www.hodginsauctioneers.com
Reader Advisory
Except for statements of historical fact, this news release
contains certain "forward-looking information" within the meaning
of applicable securities law. Forward-looking information is
frequently characterized by words such as "plan", "expect",
"project", "intend", "believe", "anticipate", "estimate" and other
similar words, or statements that certain events or conditions
"may" or "will" occur. In particular, forward-looking
information in this press release includes, but is not limited to,
statements with respect to the timing and completion of the
proposed private placement and related information. Although we
believe that the expectations reflected in the forward-looking
information are reasonable, there can be no assurance that such
expectations will prove to be correct. We cannot guarantee future
results, performance or achievements. Consequently, there is no
representation that the actual results achieved will be the same,
in whole or in part, as those set out in the forward-looking
information. The forward-looking information contained in this news
release is expressly qualified by this cautionary statement. We
undertake no duty to update any of the forward-looking information
to conform such information to actual results or to changes in our
expectations except as otherwise required by applicable securities
legislation.
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)
SOURCE Hodgins Auctioneers Inc.