|June 30, 2014|
Blackheath Closes Over-Subscribed Private Placement and Announces Two Significant Strategic Shareholders
NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
Blackheath Resources Inc. (TSXV: BHR) (the "Company") is pleased to announce that it has closed its previously announced non-brokered private placement. The Company raised gross proceeds of $1,300,000 through the issuance of 5,200,000 units at a price of $0.25 per unit (the "Unit"). Each Unit is comprised of one common share of the Company and one-half of one non-transferable common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder to purchase one additional common share of the Company at an exercise price of $0.35 per share for a period of 24 months from the closing of the private placement. The placement of Units was over-subscribed by $300,000.
Blackheath Resources is proud to welcome Shining Capital II LP ("Shining Capital") as a significant shareholder. Shining Capital is an investment fund established in 2008 and is based in Hong Kong. The fund currently manages over US$500 million in assets. Shining Capital's team of investment professionals is focused on areas within key sectors, including natural resources, which hold investments with the potential for long-term superior growth. Shining Capital acquired 1,500,000 Units of the Company in connection with the private placement. After giving effect to this acquisition Shining Capital advises it beneficially owns and controls a total of 2,500,000 common shares and 1,250,000 warrants of the Company, representing 12.8% of the Company's issued and outstanding common shares on a partially-diluted basis assuming the exercise of Shining Capital's warrants. Shining Capital acquired the securities for investment purposes and intends to evaluate its investment in the Company and to increase or decrease its beneficial shareholdings from time to time as it may determine appropriate for investment purposes.
Blackheath Resources is also pleased to welcome ShanDong DongLin Investment Co. Ltd, as a shareholder. ShanDong DongLin is an investment company established in 2012, based in Shangdong Province, China. Their business interests include tungsten specific sectors such as telecommunications, consumer electronics, environmental and metals recycling, new energy source development, and new materials research, amongst others.
"We are delighted to have closed two oversubscribed financings in less than six months. We feel we are well capitalized and expect to be able to achieve our corporate goals for 2014," commented Alexander Langer, President of Blackheath Resources. "Bringing in two large funding partners in Shining Capital and ShanDon DongLin validates our vision that Blackheath Resources is poised to take significant steps forward in the coming years. We welcome the addition of these great organizations and look forward to continuing our partnerships in the years to come."
The Company paid cash finders' fees totalling $80,605, issued a total of 105,420 finders' units, each comprised of one common share of the Company and one-half of one non-transferable share purchase warrant having the same terms as the subscribers' warrants and issued 217,000 share purchase warrant having the same terms as the subscribers' warrants.
The Company intends to expend the proceeds raised from the private placement on exploration of the Covas, Borralha, Vale das Gatas, and Adoria tungsten projects and the Bejanca tin/tungsten project all located in northern Portugal, and for general working capital purposes.
All securities issued or issuable under the private placement are subject to a hold period under applicable Canadian securities laws expiring on October 19, 2014, in addition to such other restrictions as may apply under applicable securities laws outside Canada.
James Robertson, a director and officer of the Issuer, purchased 30,000 Units under the private placement, representing approximately 0.6% of the Units sold.
The Issuer relied on applicable exemptions from the minority shareholder approval and formal valuation requirements of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") in respect of the participation of Mr. Robertson (the "Interested Party") in the private placement, which was approved by the independent members of the Issuer's board of directors.
The directors of the Issuer, excluding the Interested Party, determined that the private placement was exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to the exemptions contained in sections 5.5(c) and 5.7(1)(b) of MI 61-101 (Distribution of Securities for Cash) on the basis that at the time the private placement was agreed to, neither the fair market value of the securities to be distributed in the private placement nor the consideration to be received for those securities, insofar as the private placement involved the Interested Party, exceeded $2,500,000. As required by the exemptions, the directors also confirmed that neither the Issuer nor, to the knowledge of the Issuer after reasonable inquiry, the Interested Party, has knowledge of any material information concerning the Issuer or its securities that has not been generally disclosed.
Blackheath Resources Inc. is listed on the TSX Venture Exchange, and is focused on the exploration and development of past-producing tungsten mines in Portugal. Management of Blackheath has previous experience in tungsten mining operations in Portugal through Primary Metals Inc., the operator of the Panasqueira Tungsten Mine from 2003 to 2007. Further information about the Company's activities may be found at www.blackheathresources.com and under the Company's profile at www.sedar.com
ON BEHALF OF THE BOARD
James Robertson, CEO and Director
For further information contact Alexander Langer at firstname.lastname@example.org or at 604-684-3800
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.
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