CALGARY, AB–(Marketwired – December 29, 2015)
Stonehaven Exploration Ltd. (“Stonehaven” or the “Company“) (TSX VENTURE: SE) reports that the Company has closed its previously announced non-brokered private placement offering through the issuance of 3,642,530 common shares of the Company (“Common Shares“) issued on a “flow-through” basis (the “Flow-Through Shares“) at a price of $0.58 per Flow-Through Share (the “FT Offering“) and 550,000 non-flow-through units of the Company (“Units“) at a price of $0.50 per Unit (the “Unit Offering” and collectively with the FT Offering, the “Offerings“), resulting in aggregate gross proceeds of $2,387,667.40.
Each Unit consists of one Common Share and one-half of one Common Share purchase warrant of the Company (“Warrant“). Each whole Warrant entitles the holder, on exercise, to acquire one Common Share for a period of 12 months at a price of $0.60 during the first six months, and at a price of $0.70 during the following six months.
The gross proceeds of the Flow-Through Shares will be used by the Company to incur eligible Canadian exploration expenses (“Qualifying Expenditures“) prior to December 31, 2016. The Company will renounce the Qualifying Expenditures to subscribers of the Flow-Through Shares for the fiscal year ended December 31, 2015.
It is anticipated that the proceeds of the Unit Offering (after deduction of costs of fees incurred) will be used for general working capital purposes. Although the Company intends to use the proceeds of the Unit Offering as described above, the actual allocation of proceeds may vary from the uses set forth above, depending on future operations or unforeseen events or opportunities.
The Flow-Through Shares and securities comprising the Units issued pursuant to the Offerings will be subject to hold period expiring April 30, 2016. In connection with the Offerings, the Company paid a finder’s fee to Canaccord Genuity Corp. and Industrial Alliance Securities Inc., each an arm’s length eligible person, consisting of a cash payment in the aggregate amount of $51,464.56.
In connection with the Offering, 876,055 Flow-Through Shares and 250,000 Units were issued to certain directors and officers of the Company. The participation of directors and officers in the Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is relying upon exemptions from the formal valuation and minority approval requirements of MI 61-101 based on a determination that the fair market value of the Offering, insofar as it involves related parties, does not exceed 25% of the market capitalization of the Company. The Company was not in a position to file a material change report more than 21 days in advance of the closing of the Offering as the participation of the related parties was not confirmed at that time.
The Company may choose to issue additional Units and Flow-Through Shares as part of the Offerings up to the maximum amount announced in its previous press release.