Hillcrest Resources clarifies terms of previously announced Financing
2013年7月12日 - 2:00AM
Access Wire
VANCOUVER, B.C. - Hillcrest Resources Ltd. (the "Company") - Further to
its news release of June 11, 2013, the Company has arranged a
senior secured loan facility (the "Loan Facility") of up to
$2,000,000 with Ascendant Securities Inc. ("ASI") on behalf of a
group of clients of ASI (the "Lenders").
Pursuant to the Loan
Facility, the Company is proposing to issue and sell up to
$2,000,000 principal amount of senior secured debentures of the
Company (the "Debentures") at a price
of $1,000 per Debenture. The Debentures bear interest at a rate of
15% per annum, compounded monthly.
The Company expects
that $1,000,000 (the "Initial Draw") will be
advanced on the first closing date, to be on or about July 12,
2013, and up to an additional $1,000,000 (the "Second Draw") may be
drawn at the option of the Company subject to the terms and
conditions of a trust indenture between the Company and ASI (the
"Indenture"). The
principal amount (and any unpaid and accrued interest) of the
Debentures evidencing the Initial Draw will mature two years from
the date of their issuance. The principal amount (and any unpaid
and accrued interest) of the Debentures evidencing the Second Draw
will mature one year from the date of their issuance.
As part of the
consideration for the Loan Facility, the Lenders will receive an
aggregate 6% overriding royalty interest (the "Royalty Interest") in the
Company's proceeds from all oil, gas and other hydrocarbons
produced from any new wells developed on the Company's Donner
Properties using any portion of the proceeds from the Initial Draw
or Second Draw, or both.
In connection with
the Loan Facility, the Company will enter into an agency agreement
with ASI (the "Agency
Agreement") pursuant to which ASI has agreed
to offer for sale, on a "best efforts" basis, up to $2,000,000 of
Debentures (the "Offering"). In
consideration of the services rendered by ASI in connection with
the Offering and all other matters in connection with the issue and
sale of the Debentures, the Company has agreed to pay ASI a cash
agent's fee equal to 6% of the Initial Draw and, if applicable, 6%
of the Second Draw. The Company has further agreed to issue to ASI
non-transferable warrants (the "Agent Warrants") to
purchase that number of common shares of the Company (the
"Agent
Shares") equal to (i) 6% of the Initial Draw
divided by the greater of (x) the 20-day volume weighted average
price of the Corporation's common shares on the TSXV (calculated as
of the day prior to the First Closing Date) and (y) the Discounted
Market Price (as such term is defined in the TSXV Corporate Finance
Manual) of the Corporation's common shares (subject to a minimum of
$0.05), and (ii) if applicable, 6% of the Second Draw divided by
the greater of (x) the 20-day volume weighted average price of the
Corporation's common shares on the TSXV (calculated as of the day
prior to the closing date of the Second Draw) and (y) the
Discounted Market Price of the Corporation's common shares (subject
to a minimum of $0.05. Each Agent Warrant shall entitle ASI to
purchase one Agent Share at an exercise price of $0.10 per Agent
Share for a period of 24 months from the date of issue.
ASI will also receive
a monitoring fee of $25,000 per annum on each anniversary of the
closing date of the Initial Draw as well as a 2% Royalty Interest
for acting as collateral agent. In order to secure its obligations
under the terms of the Debentures the Company has entered into a
deed of trust with ASI, and as required by the Indenture, granted
to the Lenders a security interest over its assets pursuant to a
general security agreement.
The Company has the
option to purchase all or part of the Royalty Interest from the
Lenders and ASI, on a pro rata basis, for an aggregate purchase
price of up to $300,000 on each new well developed using funds from
the Loan Facility.
ON BEHALF OF THE
BOARD
"Don
Currie"
Don Currie
Chairman, Chief Executive Officer and a Director
Neither TSX Venture Exchange nor its
Regulations 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.
Hillcrest Petroleum (TSXV:HRH)
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