Early Warning Report Filed Pursuant to Canada's National Instrument 62-103 Acquisition of Common Shares and Warrants of Fjordland Exploration Inc.

2017-09-07 / @newsfile

 

New York, New York--(Newsfile Corp. - September 6, 2017) - This news release is issued by Ivanhoe Industries, LLC ("Ivanhoe Industries"), pursuant to the early warning requirements of Canada's National Instrument 62-103 with respect to common shares and warrants to purchase common shares of Fjordland Exploration Inc. ("Fjordland").

On September 5, 2017, Ivanhoe Industries' affiliate, HPX BC Holdings Ltd., ("HPX") and Fjordland executed a subscription agreement (the "Subscription Agreement") under Fjordland's non-brokered private placement announced August 28, 2017. HPX will subscribe for 14 million units of Fjordland at C$0.10 per unit, with each unit consisting of one common share and one-half of one share purchase warrant. Each whole warrant will entitle HPX to purchase an additional Fjordland common share at a price of C$0.20 per common share for 18 months following the closing date of Fjordland's private placement, such date anticipated to be on or before October 20, 2017.

HPX and Fjordland also entered into an investment agreement (the "Investment Agreement") whereby HPX would incur C$7.4 million of exploration expenditures and make cash payments of $290,000 (the "Expenditures") to Commander Resources Ltd. ("Commander"), on behalf of Fjordland, which Expenditures are required of Fjordland pursuant to a letter of intent between Commander and Fjordland providing for Fjordland's earn-in of a 100% interest in Commander's South Voisey's Bay mineral claims. Upon payment of the Expenditures, Fjordland would assign a 65% interest in the South Voisey's Bay mineral claims to HPX.

The Investment Agreement and Subscription Agreement are conditional on HPX's final due-diligence review, to be completed on or before September 20, 2017, as well as obtaining Fjordland's shareholder approval and TSX Venture Exchange approval.

Following the issuance of shares to HPX under the Subscription Agreement, Ivanhoe Industries will be deemed to beneficially own 21,000,000 Fjordland common shares (including 7,000,000 unissued common shares issuable upon the exercise of common share purchase warrants), representing 39.89% of Fjordland's then issued and outstanding common shares. All of these securities will be beneficially owned and controlled by Ivanhoe Industries, and directly registered to HPX.

Ivanhoe Industries is acquiring these shares for investment purposes. Depending on economic or market conditions or matters relating to Fjordland, Ivanhoe Industries may choose to either acquire or dispose of additional Fjordland common shares.

For further information and to obtain a copy of the early warning report filed under applicable Canadian provincial securities legislation in connection with the transactions hereunder please go to the Kaizen's profile on SEDAR website at www.sedar.com, or contact Penny Schattenkirk at (604) 689-8765. Ivanhoe Industries has an office c/o 654-999 Canada Place, Vancouver, British Columbia, Canada V6C 3E1.

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