Hudson Closes First Tranche of Equity Financing FOR Total Proceeds of $8,657,825
Suite 420 – 1639 2nd Ave W. Tel: (604) 628-5002
Vancouver, B.C. V6J 1H3 WWW.HUDSONRESOURCESINC.COM
Not for distribution to U.S. news wire services or dissemination in the United States.
FOR IMMEDIATE RELEASE TSX-V: HUD
May 30, 2018 OTC: HUDRF
NR2018-04
HUDSON CLOSES FIRST TRANCHE OF EQUITY
FINANCING FOR TOTAL PROCEEDS OF $8,657,825
Vancouver, BC - HUDSON RESOURCES INC. (“Hudson” or the “Company”) – TSX Venture
Exchange “HUD”; OTC “HUDRF”) is pleased to announce that it has closed the first tranche of
its previously announced offering by way of a private placement for 19,239,610 units (“Units”) of
the Company, at a price of $0.45 per Unit, for total gross proceeds of $8,657,824.50. Each Unit
is comprised of one fully paid and non-assessable common share (a “Share”) in the capital of
the Company and one-half of a transferable share purchase warrant (a “Warrant”). Each whole
Warrant entitles the holder thereof to purchase one additional Share (a “Warrant Share”) in the
capital of the Company until May 29, 2021, at an exercise price of $0.75 per Warrant Share. In
certain events, the Company can accelerate the expiry date of the Warrants if the common
shares trade above a weighted average of $1.50 for 20 consecutive days. Hudson is in the
process reviewing additional subscriptions in anticipation of completing a second tranche of the
financing. As such, Hudson may complete up to 20,760,390 additional Units for additional
proceeds of $9,342,175 subsequent to this closing. The Company paid $57,871.47 in finders’
fees in connection with this private placement.
The securities issued in the private placement , including any warrant shares issued upon
exercise of the Warrants, are subject to a hold period, which expires on September 30, 2018.
The net proceeds of the private placement will be used for the Company’s White Mountain
Anorthosite Project in Greenland, working capital and general corporate purposes.
On completion of this offering, Hudson’s issued and outstanding securities will be comprised of
156,019,483 common shares, 7,140,000 options and 36,628,858 warrants.
Related Party Disclosure
Flemming Knudsen (20,000 Units), Herb Wilson (70,000 Units), John McConnell (45,000 Units),
John McDonald (30,000 Units) and Bob Shields , through Coal Island Ltd. (“Coal Island”),
(11,111,112 Units), directors of the Company, purchased a total of 11,276,112 Units for
aggregate proceeds of $5,074,250. As a result, their participation is considered a "related party
transaction" under Multilateral Instrument 61-101 ("MI 61-101"). The directors of the Company
have determined that their participation in the private placement is exempt from the formal
valuation and minority shareholder approval requirements under MI 61-101 in reliance on the
exemptions set forth in sections 5.5(c) and 5.7 (1)(a) of MI 61-101 and, in connection therewith,
have determined that neither the fair market value of the securities to be distributed in the
private placement nor the consideration to be received, insofar as it relates to the them,
exceeds 25% of the Company's market capitalization. The Company did not file a material
change report related to this financing more than 21 days before the expected closing of the
private placement as required by MI 61-101 since the details of the participation by the related
parties of the Company were not settled until shortly prior to the closing of the private placement
and the Company wished to close on an expedited basis for sound business reasons.
Suite 420 – 1639 2nd Ave W. Tel: (604) 628-5002
Vancouver, B.C. V6J 1H3 WWW.HUDSONRESOURCESINC.COM
Early Warning Disclosure
Coal Island (a company controlled by Bob Shields) acquired ownership of 11,111,112 Units in
the private placement. Prior to the private placement, Coal Island held 6,035,715 Shares and
2,142,858 warrants in the capital of the Company. After giving effect to the private placement,
Coal Island beneficially owns and controls a total of 11% of the Company’s issued and
outstanding shares on a non-diluted basis or 15% on a partially diluted basis assuming exercise
of Coal Island’s Warrants only. Coal Island acquired the Units for investment purposes. Coal
Island intends to evaluate its investment in the Company and to increase or decrease its
shareholdings from time to time as it may determine appropriate.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor
shall there be any sale 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 U.S.
Securities Act of 1933, as amended, or under any applicable securities laws of any state of the
United States and may not be offered or sold in the United States absent such registration or an
applicable exemption from such registration requirements.
ON BEHALF OF THE BOARD OF DIRECTORS
“James Tuer”
James Tuer, President
For further information:
James Tuer, President
Ph: 604-628-5002 or 604-688-3415
Forward-Looking Statements
This news release includes certain forward-looking statements or information. All statements other than statements of historical fact
included in this news release, including, without limitation, statements regarding the use of proceeds from the private place ment,
and other future plans and objectives of the Company are forward-looking statements that involve various risks and uncertainties.
There can be no assurance that such statements will prove to be accurate and actual results and future events could differ
materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the
Company's plans or expectations include market prices, general economic, market or business conditions, regulatory changes,
timeliness of government or regulatory approvals and other risks detailed herein and from time to time in the filings made by the
Company with securities regulators. The Company expressly disclaims any intention or obligation to update or revise any forward-
looking statements whether as a result of new information, future events or otherwise except as otherwise required by applicable
securities legislation.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Ven ture
Exchange) accepts responsibility for the adequacy or accuracy of this release.