HPQ Silicon Announces Closing of Over-Subscribe Private Placement
December 23, 2016 (Source) — HPQ Silicon Resources Inc (“HPQ”) (TSX Venture: HPQ) is pleased to inform its shareholders that it has completed its previously announced non-brokered private placement consisting of the issuance and sale of an aggregate amount of 6,448,211 units (“Unit”) at $0.14 per Unit for gross proceeds of $902,750. The Net proceeds of the placement will be used for the placement fees; legal expenses; on-going business development costs related to the development of HPQ – 200 TPY R&D Solar Grade Silicon Metal PUREVAP(TM) Quartz Reduction Reactor Pilot Plant and general corporate expenses.
Each Unit is comprised of one (1) common share and one (1) common share purchase warrant (“Warrant”) of the Company. Each Warrant will entitle the holder thereof to purchase one common share of the capital stock of the Company at an exercise price of $ 0.25 during a period of 24 months from the date of closing of the placement. Each share issued pursuant to the placement will have a mandatory four (4) month holding period from the date of closing of the placement. The placement is subject to standard regulatory approvals.
Mr. Daryl Hodges, a Director of HPQ Silicon Resources Inc, through a wholly owned company, Ladykirk Capital Advisors Inc and Personally have subscribed to 200,000 Units and 100,000 Units, respectively. Following the completion of the Private Placement, Mr. Hodges and Ladykirk Capital Advisors Inc., taken together will beneficially own or exercise control or direction over, directly or indirectly on 1,537,500 Common Shares representing approximately 0.99% of the issued and outstanding Common Shares of the Company.
The participation of each of Mr. Hodges in the Private Placement constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101″) and Policy 5.9 -Protection of Minority Security Holders in Special Transactions of the Exchange. In connection with this related party transaction, the Company is relying on the formal valuation and minority approval exemptions of respectively subsection 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the portion of the Private Placement subscribed by Mr. Hodges does not exceed 25% of the Company’s market capitalization. The Private Placement, including Mr Hodges participation, has been approved by the Board of directors of the Company, with Mr. Hodges abstaining.
Bernard Tourillon, Chairman and CEO of HPQ Silicon stated: ” The demand for the placement was such that 72% of the over allocation potential mention in the December 13 press release was taken, and more would have been taken were not for the fact that we closed the PP today. This funding provides HPQ-Silicon the resources and flexibility to continue the development of the Pilot Plant project with PyroGenesis while simultaneously continuing ongoing discussion with Government based agencies that are demonstrating an interest in the PUREVAP QRR potential..”
In connection with the placement the Company paid a cash finder’s fee of $4,961 and issued 35,440 warrants to Foster & Associates Financial Services Inc. of Toronto, Ontario. Each warrant, and any share purchased through the exercise of the warrants have the mandatory four (4) month holding period from the date of closing of the placement and give the right to purchase one (1) common share at 25.0 cents for 24 months.
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About HPQ Silicon
HPQ Silicon Resources Inc is a TSX-V listed junior exploration company planning to become a vertically integrated and diversified High Value Silicon Metal (99.9+% Si), and Solar Grade Silicon Metal (99.9999% Si) producer.
Our business model is focused on developing a disruptive High Purity and Solar Grade Silicon Metal manufacturing process (patent pending) and becoming a vertically – integrated Solar Grade Silicon producer that can generate high yield returns and significant free cash flow within a relatively short time line.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities laws of any state of the United States and may not be offered or sold within the United States or to, or for the account or the benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
This press release contains certain forward-looking statements, including, without limitation, statements containing the words “may”, “plan”, “will”, “estimate”, “continue”, “anticipate”, “intend”, “expect”, “in the process” and other similar expressions which constitute “forward-looking information” within the meaning of applicable securities laws. Forward-looking statements reflect the Company’s current expectation and assumptions, and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those anticipated. These forward-looking statements involve risks and uncertainties including, but not limited to, our expectations regarding the acceptance of our products by the market, our strategy to develop new products and enhance the capabilities of existing products, our strategy with respect to research and development, the impact of competitive products and pricing, new product development, and uncertainties related to the regulatory approval process. Such statements reflect the current views of the Company with respect to future events and are subject to certain risks and uncertainties and other risks detailed from time-to-time in the Company’s on-going filings with the securities regulatory authorities, which filings can be found at www.sedar.com. Actual results, events, and performance may differ materially. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements either as a result of new information, future events or otherwise, except as required by applicable securities laws.
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.
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