Hawthorne Announces Non-Brokered Private Placement to Raise Up to $10,000,000
October 14 2010 - 11:49AM
Marketwired
Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX VENTURE:
HGC)(PINK SHEETS: HWTHF) is pleased to announce that it has
arranged a non-brokered private placement (the "Private Placement")
of up to 90,909,090 common shares for proceeds of up to
$10,000,000. Skyocean Ventures Investment Limited ("Skyocean"), a
company associated with Hawthorne shareholder China Mineral
Holdings Limited has agreed to purchase 68,181,818 common shares of
Hawthorne at price of $0.11 per common share for gross proceeds of
$7,500,000. The common shares issued pursuant to the Private
Placement will be subject to a statutory hold period of four months
plus a day from the date of issuance in accordance with applicable
securities laws.
CMH currently holds 14,338,801 special warrants of the Company
(the "Special Warrants"). Each Special Warrant entitles CMH to
receive, upon exercise or deemed exercise thereof, and without
payment of additional consideration, a unit consisting of one
common share of the Company and one half of one transferable common
share purchase warrant. For further information on the Special
Warrants and details of additional common shares which may be
issued by the Company to CMH, see Hawthorne's news release dated
April 19, 2010, a copy of which is available on SEDAR
(www.sedar.com).
Closing of the Private Placement is subject to receipt of
applicable regulatory and shareholder approvals. Pursuant to TSX
Venture Exchange ("TSXV") rules, Hawthorne is required to obtain
shareholder approval for the Private Placement, as the share
issuance to Skyocean will result in the creation of a new "Control
Person", as defined in the TSXV Corporate Finance Manual. Pursuant
to Multilateral Instrument 61-101 - Protection of Minority Security
Holders in Special Transactions ("MI 61-101"), Hawthorne may also
be required to obtain "minority approval" (as defined in MI 61-101)
for the Private Placement, as the Private Placement constitutes a
"related party transaction". An information circular in connection
with the special shareholders' meeting (the "Meeting") will be
delivered to shareholders and filed on SEDAR pursuant to applicable
securities laws. Hawthorne expects to hold the Meeting on or about
December 8, 2010.
The net proceeds of the Private Placement will be used by
Hawthorne for exploration and development at its Table Mountain
Mine, as well as for general corporate and working capital
purposes.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and
development company with key properties located in British
Columbia, Canada. Hawthorne is led by well-respected mining leaders
Richard Barclay and Michael Beley. Hawthorne's goal is to become a
junior gold producer by working towards production at Table
Mountain and the continued resource development at the nearby
Taurus deposit.
ON BEHALF OF HAWTHORNE GOLD CORP.
Michael J. Beley, Chairman
Some of the statements contained in this press release are
forward-looking statements and information within the meaning of
applicable securities laws. Forward-looking statements and
information can be identified by the use of words such as
"expects", "intends", "is expected", "potential", "suggests" or
variations of such words or phrases, or statements that certain
actions, events or results "may", "could", "should", "would",
"might" or "will" be taken, occur or be achieved. Forward-looking
statements and information are not historical facts and are subject
to a number of risks and uncertainties beyond Hawthorne's control.
Actual results and developments are likely to differ, and may
differ materially, from those expressed or implied by the
forward-looking statements contained in this press release.
Accordingly, readers should not place undue reliance on
forward-looking statements. The Company undertakes no obligation to
update publicly or otherwise revise any forward-looking statements,
except as may be required by law.
Neither 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 of
accuracy of this release.
Contacts: Hawthorne Gold Corp. Robert Ferguson (604) 629-1505 or
1-888-629-1505 (604) 629-0923 (FAX) www.hawthornegold.com
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