Halmont Properties Corporation Closes C$50,000,000 Non-Brokered Private Placement
01 January 2025 - 7:53AM
Halmont Properties Corporation (TSX-V: HMT)
(“
Halmont” or the “
Corporation”)
is pleased to announce that it has closed a non-brokered private
placement offering (the “
Offering”) for gross
proceeds of C$50,000,000. The Offering consisted of 50,000,000
series II convertible preferred shares of the Corporation (the
“
Series II Convertible Preferred Shares”) at a
price of C$1.00 per Series II Convertible Preferred Share. Each
Series II Convertible Preferred Share entitles the holder thereof
to a 5.0% annual dividend, payable as and when declared by the
board of directors of the Corporation.
Each Series II Convertible Preferred Share is
convertible at the option of the holder thereof into one (1)
subordinate voting share of the Corporation (each, a
“Subordinate Voting Share”) at a price of C$1.00
per Subordinate Voting Share on or before December 31, 2034 (the
“Final Voluntary Conversion Date”). Each Series II
Convertible Preferred Share shall automatically convert into one
(1) Subordinate Voting Share at the conversion price of C$1.00 per
Subordinate Voting Share upon the date when the closing price of
the multiple voting shares of the Corporation exceeds C$1.50 for
twenty (20) consecutive trading days. Following the Final Voluntary
Conversion Date, the Corporation shall have the right to redeem any
outstanding Series II Convertible Preferred Share at any time by
payment in cash of C$1.00 per Series II Convertible Preferred Share
plus all accrued and unpaid dividends. No commission or finder’s
fee was paid in relation to the Offering.
The gross proceeds from the Offering will be
used to further increase Halmont’s investment in the real estate
and forest sectors and will also be used to pay existing debt
obligations, thereby strengthening Halmont’s balance sheet and
enhancing financial flexibility. The Offering was made by way of
private placement in Canada. All securities issued under the
Offering are subject to a hold period in Canada expiring four
months and one day from the closing date of the Offering and the
resale rules of applicable securities legislation. Halmont has
received final acceptance from the TSX Venture Exchange for the
Offering.
Subscriptions by insiders of the Corporation
accounted for approximately C$15,000,000 of the gross proceeds of
the Offering. The purchase of securities by certain insiders of the
Corporation constitutes a “related party transaction” within the
meaning of TSX Venture Exchange Policy 5.9 and Multilateral
Instrument 61-101 – Protection of Minority Security Holders in
Special Transactions (“MI 61-101”). The
Corporation has relied on the exemptions from the valuation and
minority shareholder approval requirements of MI 61-101 contained
in sections 5.5(a), 5.5(b) and 5.7(1)(a) of MI 61-101 in respect of
such insider participation, as the Corporation is not listed on a
specified market and the fair market value of the participation in
the Offering by insiders does not exceed 25% of the market
capitalization of the Corporation in accordance with MI 61-101. The
Corporation did not file a material change report more than 21 days
before the closing of the Offering because the details of the
insider participation were not finalized until closer to the
closing and the Corporation wished to close the Offering as soon as
practicable for sound business reasons.
The Series II Convertible Preferred Shares have
not been registered under the U.S. Securities Act of 1933, as
amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements. 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 State in which such offer,
solicitation or sale would be unlawful.
About Halmont Properties
Corporation
Halmont Properties Corporation invests directly
in real estate and securities of companies holding property, energy
and infrastructure assets.
For more information about the Company, visit
www.halmontproperties.ca
Or contact:
Heather M. Fitzpatrick, President, at (416)
364-7024 or info@halmontproperties.ca
Neither the TSX Venture Exchange nor its
Regulation Services Provider (as that term is defined in policies
of the TSX Venture Exchange) accepts responsibility for the
adequacy or accuracy of this release.
Cautionary Note Regarding
Forward-Looking Information
This news release includes certain
forward-looking statements including management’s assessment of the
Corporation’s future plans and operations based on current views
and expectations. All statements other than statements of historic
facts are forward-looking statements. These statements contain
substantial known and unknown risks and uncertainties, some of
which are beyond the Corporation’s control. The Corporation’s
actual results, performance or achievement could differ materially
from those expressed in, or implied by, these forward-looking
statements. Readers should not place undue reliance on these
forward-looking statements which represent estimates and
assumptions only as of the date on which such statements are made.
The Corporation undertakes no obligation to publicly revise or
update any forward-looking statements, whether as a result of new
information, future events or otherwise. Additional risks and
uncertainties regarding the Corporation are described in its
publicly available disclosure documents, filed by the Corporation
on SEDAR+ (www.sedarplus.ca) except as updated herein.
For additional
information:
Heather M. Fitzpatrick, President | 647-448-7147
Halmont Properties Corporation181 Bay Street, IN200Toronto, ON
M5J 2T3
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