Hudson Resources Closes Final Tranche of Oversubscribed Private Placement
Suite 420 – 1639 2nd Ave W. Tel: (604) 628-5002
Vancouver, B.C. V6J 1H3 WWW.HUDSONRESOURCESINC.COM
FOR IMMEDIATE RELEASE TSX-V: HUD
June 20, 2018 OTC: HUDRF
NR2018-05
HUDSON RESOURCES CLOSES FINAL TRANCHE OF
OVERSUBSCRIBED PRIVATE PLACEMENT
Vancouver, B.C., June 20, 2018 – Hudson Resources Inc. ("Hudson" or the
"Company") (TSXV: HUD, OTC: HUDRF) is pleased to announce that it has closed the
second and final tranche of its previously announced (on April 30, 2018) non-brokered
private placement (the “Private Placement”).
In the final, oversubscribed, tranche of the Private Placement, the Company issued
21,843,222 units (each a “Unit”) at a price of $0.45 per Unit for aggregate gross
proceeds of $9,829,449.90. The Company also paid a cash finder’s fee of $540,000 to
one party, in connection with the final tranche. Each Unit is comprised of one common
share of the Company (each a " Share") and one-half of one warrant (each whole
warrant, a "Warrant"). Each Warrant entitles the holder to purchase one Share at a
price of $0.75 for a period of three (3) years following the date of issuance, subject to
acceleration in the event that the Shares trade above a weighted average of $1.50 for
twenty (20) consecutive days.
The securities issued pursuant to the final tranche of the Private Placement are subject
to a four-month and a day hold period that expires on October 21, 2018.
The Company has issued, including the first tranche that closed on May 29, 2018, a
total of 41,082,832 Units pursuant to the Private Placement for aggregat e gross
proceeds of $18,487,274, with an oversubscription of 1,082,832 Units.
The Company intends to use the net proceeds from the Private Placement for the
Company’s White Mountain Anorthosite Project in Greenland, working capital and
general corporate purposes.
Related Party Disclosure
James Tuer, a director of the Company, acquired 75,000 Units, and Jim Cambon, an
officer of the Company, acquired 100,000 Units, pursuant to the final tranche of the
Private Placement for gross proceeds of $33,750 and $45,000, respectively. As a result,
their participation is considered a "related party transaction" under Multilateral
Instrument 61-101 ("MI 61-101"). The directors of the Company, other than Mr. Tuer,
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
Suite 420 – 1639 2nd Ave W. Tel: (604) 628-5002
Vancouver, B.C. V6J 1H3 WWW.HUDSONRESOURCESINC.COM
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.
Early Warning Disclosure
Apex Asset Management AG ("Apex"), of Landstrasse 20, 9496 Balzers, Liechtenstein,
acquired control of 20,000,000 Units in the Private Placement. Apex acquired the Units
on behalf of Romeo Fund - FLEXI for which Apex serves as portfolio manager. After
giving effect to the Private Placement, Apex controls a total of 11.24% of the Company's
issued and outstanding common shares on a non-diluted basis or 15.96% on a partially-
diluted basis assuming exercise of Apex's Warrants only. Apex acquired the Units for
investment purposes. Apex intends to evaluate its investment in the Company and to
increase or decrease its shareholdings from time to time as it may determine
appropriate. For a copy of the early warning report, please contact Apex Asset
Management AG at +41 55 415 5010
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.