HFX HOLDING CORP. ("HXC")
[formerly HFX HOLDING CORP ("HXC.P")]
BULLETIN TYPE: Qualifying Transaction-Completed/New Symbol, Property-Asset or Share Purchase Agreement, Private Placement-Non-Brokered, Reinstated for Trading
BULLETIN DATE: July 11, 2013
TSX Venture Tier 2 Company
Qualifying Transaction:
TSX Venture Exchange has accepted for filing HFX Holding Corp's (the "Company") Qualifying Transaction as described in its Filing Statement dated May 7, 2013 and as amended on July 8, 2013. As a result, at the opening on Friday, July 12, 2013, the Company will no longer be considered a Capital Pool Company. The Qualifying Transaction includes the following:
Property Purchase Agreement:
The Company entered into an property option agreement (the "Agreement") dated February 15, 2013 with Omineca Mining and Metals Ltd ("Omineca") under which Omineca have granted the Company the an option to acquire a 100% interest in the Kiwi Property, Yukon Territory (the "Property").
The Company can earn a 100% interest in the Property by paying an aggregate of $320,000 in cash and issuing a total of 800,000 shares as follows:
1. cash of $30,000 and issuing 50,000 shares upon Exchange acceptance ("Exchange Acceptance") of the Qualifying Transaction;
2. issuance of an additional 100,000 shares on or before the first anniversary of Exchange Acceptance;
3. an additional cash payment of $40,000, issuance of 100,000 shares on or before the second anniversary of Exchange Acceptance;
4. an additional cash payment of $50,000, issuance of 150,000 shares on or before the third anniversary of Exchange Acceptance;
5. an additional cash payment of $50,000, issuance of 150,000 shares on or before the fourth anniversary of Exchange Acceptance;
6. an additional cash payment of $75,000, issuance of 250,000 shares on or before the fifth anniversary of Exchange Acceptance;
7. an additional cash payment of $75,000, on or before the sixth anniversary of Exchange Acceptance;
Under the terms of the Option Agreement, and following exercise of the Option, the Company has agreed to grant Omineca a 2% Net Smelter Royalty (the "Royalty"), and the Company shall have the right to purchase back 1% of the Royalty for $1,000,000.
There is a finder's fee payable to Wolverton Securities for an aggregate of $28,250 cash and issuance of 73,750 shares in staged payments linked to the Company's Agreement payment to Omineca.
The full particulars of the Company's Qualifying Transaction are set forth in the Filing Statement and amending Filing Statement, which has been accepted for filing by the Exchange and which is available under the Company's profile on SEDAR.
The Company is classified as a 'Mineral Exploration and Development' company.
Capitalization: Unlimited shares with no par value of which
8,674,100 shares are issued and outstanding
Escrow: 2,070,000 common shares are subject to a 36-month staged release escrow under the CPC Escrow Agreement
710,000 common shares are subject to a 36-month staged release escrow under a Value Escrow Agreement
Symbol: HXC (new)
Private Placement - Non-Brokered
TSX Venture Exchange has accepted for filing documentation with respect to a Non-Brokered Private Placement announced February 20, 2013:
Number of Shares: 2,500,000 shares
Purchase Price: $0.10 per share
Number of Placees: 23 placees
Insider / Pro Group Participation:
Insider=Y /
Name ProGroup=P # of Shares
Zhuo Cao Y 700,000
Michael Chieng Y 10,000
Reinstated for Trading:
Effective at the opening, Friday, July 12, 2013, trading in the shares of the Company will be reinstated.
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