Heron Resources Limited (ASX:HRR TSX:HER, “Heron” or the
“Company”) is pleased to announce that it has filed a
final short form prospectus (the “
Final
Prospectus”) with the Ontario Securities Commission to
qualify 39,285,715 ordinary shares of the Company
(“
Underlying Shares”) issuable upon the conversion
of 39,285,715 subscription receipts of the Company
(“
Subscription Receipts”) issued by way of private
placement on August 1, 2017 (the
“
Offering”). A copy of the Final Prospectus
is available under the Company’s profile at www.sedar.com.
The Subscription Receipts were issued pursuant to a subscription
receipt agreement dated August 1, 2017 (the "Subscription
Receipt Agreement") between the Company, Paradigm Capital
Inc. (the “Agent”), as agent for the Offering, and
Capital Transfer Agency Inc. (the “Subscription Receipt
Agent”), as subscription receipt agent. Pursuant to the
Subscription Receipt Agreement, the gross proceeds from the
Offering were placed in escrow pending delivery of a notice that
the escrow release conditions set out in the Subscription Receipt
Agreement (the "Escrow Release Conditions") have
been met. The Escrow Release Conditions comprise all of the
following conditions precedent: (i) the holders of ordinary shares
of the Company (the “Shares”) shall have passed a
resolution to approve the issuance of the Underlying Shares; (ii)
the Company advising that all conditions precedent to completion of
the Cornerstone Equity Financing (as described in the Company’s
press release dated June 30, 2017 (the “Financing
Announcement”)) have been satisfied or waived; (iii)
receipt of governmental and internal approvals required by
investors to complete the Cornerstone Equity Financing, including,
if applicable, Australian Foreign Investment Review Board
approvals; (iv) the receipt of all required approvals including,
without limitation, the conditional approval of the Toronto Stock
Exchange (“TSX”) and the Australian Securities
Exchange (“ASX”) for the financings as described
in the Financing Announcement, if applicable, and the conditional
approval of the TSX and ASX for the listing of the Underlying
Shares; and (v) the Company and the Agent shall have delivered a
joint notice to the Subscription Receipt Agent confirming that the
conditions set forth in (i) through (iv) have been met or waived.
If the Escrow Release Conditions are satisfied by 5:00 p.m.
(Toronto time) on or before September 30, 2017 (the “Escrow
Release Deadline”), then the escrowed funds will be
released to the Company.
The Company will use such funds for the construction and ramp-up
of its 100% owned Woodlawn Zinc-Copper Project, located in New
South Wales, Australia. If either (i) the Escrow Release Conditions
are not satisfied by such time, or (ii) Heron advises the Agent or
announces to the public that it does not intend to satisfy any of
the Escrow Release Conditions, then at the earlier of such time,
the Subscription Receipts will be deemed to be cancelled and
holders of Subscription Receipts will receive a cash amount equal
to the offering price of the Subscription Receipts plus the amount
of any interest earned on the escrowed funds.
Pursuant to the terms of the Subscription Receipt Agreement,
since the Escrow Release Conditions were satisfied before the
Escrow Release Deadline, each Subscription Receipt will be
automatically converted into one Underlying Share, without any
further payment or action on the part of the holder and subject to
adjustment in certain circumstances at 12:01 a.m. (Toronto time) on
September 18, 2017, being the third business day after the issuance
of a final receipt by the Ontario Securities Commission for the
Final Prospectus qualifying the issuance of the Underlying
Shares.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Subscription Receipts or any
Shares, nor shall there be any sale of the Subscription Receipts or
any Shares in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. The
Subscription Receipts and any Shares being offered will not be, and
have not been, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold within the United
States or to, or for the account or benefit of, a U.S.
person.
About Heron Resources Limited
Heron is engaged in the exploration and development of base and
precious metal deposits in Australia. Heron’s primary development
project is the high-grade Woodlawn Zinc-Copper Project located
250km southwest of Sydney, New South Wales.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
INFORMATION
This report contains forward-looking statements and
forward-looking information within the meaning of applicable
Canadian securities laws, which are based on expectations,
estimates and projections as of the date of this report. This
forward-looking information includes, or may be based upon, without
limitation, estimates, forecasts and statements as to management’s
expectations with respect to, among other things, the timing and
amount of funding required to execute the Company’s exploration,
development and business plans, capital and exploration
expenditures, the effect on the Company of any changes to existing
legislation or policy, government regulation of mining operations,
the length of time required to obtain permits, certifications and
approvals, the success of exploration, development and mining
activities, the geology of the Company’s properties, environmental
risks, the availability of labour, the focus of the Company in the
future, demand and market outlook for precious metals and the
prices thereof, progress in development of mineral properties, the
Company’s ability to raise funding privately or on a public market
in the future, the Company’s future growth, results of operations,
performance, and business prospects and opportunities. Wherever
possible, words such as “anticipate”, “believe”, “expect”,
“intend”, “may” and similar expressions have been used to identify
such forward-looking information. Forward-looking information is
based on the opinions and estimates of management at the date the
information is given, and on information available to management at
such time. Forward-looking information involves significant risks,
uncertainties, assumptions and other factors that could cause
actual results, performance or achievements to differ materially
from the results discussed or implied in the forward-looking
information. These factors, including, but not limited to,
fluctuations in currency markets, fluctuations in commodity prices,
the ability of the Company to access sufficient capital on
favourable terms or at all, changes in national and local
government legislation, taxation, controls, regulations, political
or economic developments in Canada, Australia or other countries in
which the Company does business or may carry on business in the
future, operational or technical difficulties in connection with
exploration or development activities, employee relations, the
speculative nature of mineral exploration and development,
obtaining necessary licenses and permits, diminishing quantities
and grades of mineral reserves, contests over title to properties,
especially title to undeveloped properties, the inherent risks
involved in the exploration and development of mineral properties,
the uncertainties involved in interpreting drill results and other
geological data, environmental hazards, industrial accidents,
unusual or unexpected formations, pressures, cave-ins and flooding,
limitations of insurance coverage and the possibility of project
cost overruns or unanticipated costs and expenses, and should be
considered carefully. Many of these uncertainties and contingencies
can affect the Company’s actual results and could cause actual
results to differ materially from those expressed or implied in any
forward-looking statements made by, or on behalf of, the Company.
Prospective investors should not place undue reliance on any
forward-looking information. Although the forward-looking
information contained in this report is based upon what management
believes, or believed at the time, to be reasonable assumptions,
the Company cannot assure prospective purchasers that actual
results will be consistent with such forward-looking information,
as there may be other factors that cause results not to be as
anticipated, estimated or intended, and neither the Company nor any
other person assumes responsibility for the accuracy and
completeness of any such forward-looking information. The Company
does not undertake, and assumes no obligation, to update or revise
any such forward-looking statements or forward-looking information
contained herein to reflect new events or circumstances, except as
may be required by law. No stock exchange, regulation
services provider, securities commission or other regulatory
authority has approved or disapproved the information contained in
this report.
For further information regarding Heron please visit www.heronresources.com.au or contact:
Heron Resources
Mr Wayne Taylor
Managing Director and CEO Heron Resources Ltd
Tel: +61 2 9119 8111
Email: heron@heronresources.com.au
Jon Snowball
+61 2 8298 6100
jon.snowball@fticonsulting.com
Heron (Canada)
Tel: +1 647-862-1157(Toronto)