MELFORT, SK, Oct. 20, 2014 /CNW/ - On August 15, 2014 Hodgins Auctioneers Inc.
("Hodgins" or the "Corporation") (TSXV: HA) announced
that a wholly owned subsidiary (1839579 Alberta Ltd. or
"1839579") had acquired a 25% undivided interest from
Majesta Resources Inc. ("Majesta") 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. The
northeastern corner of the claims are 10 km from the Key Lake
uranium mill. 1839579 has an option to acquire an additional 35%
undivided interest by conducting depositing $400,000 into a joint venture account to pay work
exploration on or before December 31,
2014 and issuing 4,000,000 common shares of the Corporation
at a deemed price of $0.05 per common
share. 1839579 wishes to exercise the option to acquire the 35%
undivided interest to bring its total ownership to 60%. The
Corporation is seeking to raise $1,000,000 in flow-through shares to fund the
acquisition and to fund further exploration and drilling on the
claims.
The acquisition will constitute a "Change of Business" as
defined in the TSX Venture Exchange ("TSXV") policies. The
transaction is conditional upon (a) TSXV approval; (b)
shareholders' approval; and (c) the raising of at least $450,000 by
non-brokered private placement.
Terms of the Agreement
Majesta will be the operator and will conduct all exploration
activities under the terms of a joint operating agreement until the
ownership of the Corporation is at least 75%. The operator
has advised that it expects to drill 10 holes (200 meters each) for
each tranche of $400,000. 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 has a further option to acquire an additional; 30% on
or before December 31, 2015 by paying
$400,000 to Majesta and issuing
2,000,000 common shares of the Corporation.
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 20.15% of the issued
(22,717,500) and outstanding shares of the Corporation.
Grant Hodgins is an officer and
director of Majesta. Grant Hodgins
and Barrie Jung own 34% 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.). Mr. Studer will not
become an officer and director of the Corporation. Mr. Studer
will not become a control person of the Corporation.
Majesta Mineral Claims
Majesta holds 75% interest in the Majesta Mineral Claims, as
listed in the following table.
Expenditures required by Saskatchewan Government to keep
Claims in Good Standing.
Number
(1)
|
Area
(2)
|
Good Until
(3)
|
Assessment
credit
Oct 1-14
|
MAW 520
|
Due by
2015
|
S-110101
|
4001
|
25/04/2015
|
-$12,002
|
$12,002
|
$60,015
|
S-110715
|
3495
|
25/04/2015
|
-$10,485
|
$10,485
|
$52,425
|
S-110716
|
5398
|
25/04/2015
|
-$12,688
|
$12,688
|
$80,970
|
S-110717
|
5186
|
25/04/2015
|
-$15,558
|
$15,558
|
$77,790
|
S-110891
|
4326
|
25/05/2015
|
-$2,911
|
$2,911
|
$64,890
|
S-110892
|
4655
|
25/05/2015
|
-$13,825
|
$13,825
|
$69,825
|
S-110894
|
5545
|
25/05/2015
|
-$16,635
|
$16,635
|
$83,175
|
S-111627
|
2334
|
27/09/2015(1)
|
-$19,874
|
$19,874
|
$35,010
|
S-112322
|
4185
|
09/09/2015(1)
|
-$4,333
|
$4,333
|
$62,775
|
|
39125
|
|
-$108,311
|
$108,311
|
$586,875.00
|
Note:
Assumes Filing and Processing of the MAW 520 by the Saskatchewan
Government
|
Majesta and the Corporation does not own the minerals. The
Government of Saskatchewan issues
a claim by which Majesta has the right to explore, develop and
exploit minerals on the mineral claims and such other rights
attributed to a "claim" as defined by Part VI the Mineral
Tenure Registry Regulations (Saskatchewan) Chapter C-50.2 Regulation 27
(effective December 1, 2012) (as
amended by Saskatchewan Regulation 70/2013) promulgated under the
Crown Minerals Act (Saskatchewan)
Chapter 50.2 (subject to any transitional provisions contained in
The Mineral Disposition Regulations 1986 (Saskatchewan).
Under the provisions of the Crown Minerals Act (Saskatchewan), the Province of
Saskatchewan owns the
minerals. The Government of Saskatchewan provides the holder of a mineral
claim certain rights for a 1 year period. There is no
obligation to conduct exploration work. The one year period
can be extended indefinitely for further 1 year periods provided
the holder:
(a) Expend a set sum of money each year on exploration; and
(b) The holder reports the expenditure within the defined period
and the expenditures are accepted by the Province of Saskatchewan as qualifying expenditures.
The one year period will be extended for a period determined by
dividing the qualifying expenditures by the annual
requirement. Expenditures can be allocated from claim to
claim subject to certain limitations.
Private Placement
The Corporation has sought TSXV approval for a proposed
non-brokered private placement of up to 20,000,000 common shares at
a price $0.05 per common share for
gross proceeds of up to $1,000,000. Six of seven of every common
share issued has flow through attributes. All of the
securities issued under the private placement will be subject to a
four month resale restriction and will contain a legend which will
detail the resale restriction. There is a minimum of
$450,000 minimum subscription under
the private placement and Hodgins may close the offering in several
tranches, however, the private placement must be concluded by
December 31, 2014. The proceeds of
the private placement will be used to make the claims
acquisition.
In connection with this private placement, Hodgins will pay cash
finder's fees equal to 8% of the funds raised to eligible finders
who introduce subscribers to the private placement and issue one
common share and one finder's fee common share for every 10 common
shares issued to eligible subscribers.
About Hodgins Auctioneers Inc.
Hodgins Auctioneers Inc. 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.