HIGHLAND COPPER COMPANY INC. ("HI")
BULLETIN TYPE: Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered
BULLETIN DATE: June 25, 2014
TSX Venture Tier 2 Company
TSX Venture Exchange has accepted for filing a share purchase agreement (the "Agreement") between Highland Copper Company Inc. (the "Company") and Orvana Minerals Corp. ("Orvana") and a first amendment to share purchase agreement dated May 30, 2014 (the "Amended Agreement") between the Company, Upper Peninsula Copper Holdings Inc. and Orvana whereby the Company has acquired all of the issued and outstanding shares in Orvana Resources US Corp. ("Orvana US"), a wholly owned subsidiary or Orvana. Orvana US is the registered and recorded holder of a 100% interest in, or has a 100% beneficial interest in, Leases and Options to Lease and Surface Rights Agreements for the Copperwood Project, Michigan (the "Property").
In order to acquire the Property, the Company will pay a total of up to US$25,000,000 cash as follows:
1. US$13,000,000 in cash at closing.
2. A secured promissory note (the "Note") whereby the Company will pay Orvana US$7,000,000 in cash by December 15, 2014. The principal amount shall bear interest at a rate of 13.5% per annum from the date of issuance of the Note until September 30, 2014, and at the rate of 17.5% following September 30, 2014.
3. US$1,250,000 on the earlier of: (i) commencement of commercial production; or (ii) 36 months from the closing date.
4. US$1,250,000 on first anniversary of the above payment.
5. US$1,250,000 if the average price for the trading days in any 60 calendar day period between the first anniversary and the second anniversary of the commencement of commercial production is greater than US$4.25/lb.
6. US$1,250,000 if the average price for the trading days in any 60 calendar day period between the second anniversary and the third anniversary of the commencement of commercial production is greater than US$4.50/lb.
Orvana may elect to take some or all of the US$5,000,000 in consideration in shares of the Company. The Company will have to apply to the Exchange at the time for approval for the issuance of any such consideration.
Further information may be found in the Company's news releases dated February 11, 2014, May 29, 2014, and June 17, 2014.
Private Placement:
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 18, 2014:
Number of Shares: 41,622,200 shares
Purchase Price: $0.50 per share
Number of Placees: 81 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
John Johnson Y 1,000,000
Stonebridge Capital Inc. Y 100,000
Carole Plante Y 30,000
Alain Krushnisky Y 30,000
James Crombie Y 200,000
Laurentian Mountains Investments Ltd. Y 200,000
AMCI Eagle LLC Y 10,904,000*
Dundee Resources Limited Y 2,000,000
Nassau Capital Management Partners Inc. Y 1,625,800
Aggregate Pro Group Involvement P 620,000
[10 placees]
*1,304,000 shares are held in escrow
Finders' Fees: $86,310 payable to Jennings Capital Inc.
$275,000 payable to Haywood Securities Inc.
$50,000 payable to Dundee Securities Ltd.
$225,000 payable to MacDougall, MacDougall & MacTier Inc.
$25,000 payable to Scarsdale Equities LLC
Pursuant to Corporate Finance Policy 4.1, Section 1.11(d), the Company must issue a news release announcing the closing of the private placement and setting out the expiry dates of the hold period(s). The Company must also issue a news release if the private placement does not close promptly.
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