VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 25, 2014) - This news release is issued pursuant to Multilateral Instrument 62-104 - Take-Over Bids and Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues.
Redhill Resources Corp. ("Redhill") (TSX VENTURE:RHR), of Suite 2000 - 1177 West Hastings Street, Vancouver, B.C. V6E 2K3, announces that it has acquired ownership and control over 850 12% convertible unsecured subordinated debentures (the "Debentures") of High North Resources Ltd. ("High North") at a price of $1,000 per Debenture for an aggregate principal amount of $850,000 representing approximately 9.80% of the total issued and outstanding Debentures of High North. The principal amount of the Debentures is convertible into common shares of High North at a price of $0.85 per share at any time on or before April 4, 2015.
Following the acquisition, Redhill beneficially owns and controls a total of 6,000,000 common shares in the capital of High North representing approximately 11.64% of High North's issued common shares, (ii) beneficially owns warrants (the "Warrants") entitling Redhill to purchase an additional 1,500,000 common shares at a price of $0.50 per share; or, assuming exercise of the Warrants, a total of 7,500,000 common shares or approximately 14.14% of High North's issued and outstanding common shares on a post-exercise beneficial ownership basis, and (iii) beneficially owns 850 Debentures having an aggregate principal amount of $850,000 entitling Redhill to acquire, upon conversion, an additional 1,000,000 common shares at a price of $0.85 per share or, assuming conversion of the Debentures, a total of 8,500,000 common shares or approximately 15.73% of High North's issued and outstanding common shares on a post-conversion beneficial ownership basis (including the exercise of the Warrants).
The Debentures were acquired by Redhill as principal for investment purposes pursuant to a private placement offering of Debentures by High North at a subscription price of $1,000 per Debenture for a total subscription price of $850,000 cash in reliance upon the prospectus exemption contained in section 2.3(1) of National Instrument 45-106 Prospectus and Registration Exemptions by virtue of Redhill's status as an "accredited investor" under applicable securities laws. Redhill's holdings in High North will be evaluated and the investments increased or decreased from time to time as circumstances warrant.
A report respecting this acquisition will be electronically filed with the applicable securities commission in each jurisdiction where High North is reporting and will be available for viewing through the Internet at the Canadian System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
REDHILL RESOURCES CORP.
Andrew Bowering, President & CEO
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.