| ||April 19, 2010|
Hawthorne Gold Announces Closing of Special Warrant Offering
| ||Hawthorne Gold Corp. ("Hawthorne" or the "Company") (TSX-V: HGC) is pleased to announce that it has closed the non-brokered private placement of Special Warrants (the "Offering") disclosed in Hawthorne's news releases of February 4th and March 15th (copies of which are available at www.sedar.com).|
On closing, the Company issued 14,308,801 Special Warrants to China Mineral Holdings Limited (the "Investor") at $0.29 per Special Warrant for gross proceeds of $4,149,552. Each Special Warrant entitles the Investor to receive, upon the exercise of a Special Warrant, and without payment of additional consideration, a unit (a "Unit") consisting of one common share of the Company (a "Share") and one half of one transferable common share purchase warrant (a "Warrant"). Each whole Warrant will entitle the Investor to purchase, upon exercise of a Warrant, one common share of the Company (a "Warrant Share") at a price of $0.39 per Warrant Share, for a period of 18 months from closing of the Offering.
Each Special Warrant is exercisable into a Unit for a period of six months from closing of the Offering (the "Redemption Date"). If the Investor does not elect to exercise all or a portion of the Special Warrants into Units on or before the Redemption Date, the Special Warrants will be deemed to have been exercised by the Investor and automatically converted by the Company into Units without further action by the Investor or payment of additional consideration.
Pursuant to the terms of the Offering, the Company is required to allocate up to $2,172,000 of the subscription proceeds from the Special Warrants for strategic initiatives approved by the Company's Board of Directors. Failing to enter into certain approved strategic initiatives on or before the end of the Redemption Date will require the Company to issue to the Investor, without payment of additional consideration, common shares of the Company equal to 10% of the number of Special Warrants held by the Investor on such date.
In connection with the Offering, the Investor will be permitted to appoint two directors to the Company's Board of Directors and one member to the Company's executive committee (the "Executive Committee"). The Company expects to form the Executive Committee promptly following completion of the offering and such committee is expected to consist of three members which will advise the Company's Board of Directors with respect to Hawthorne's strategic direction. Such appointments are subject to (i) the approval of the Company, acting reasonably and (ii) applicable regulatory approval including the TSX Venture Exchange (the "TSX-V").
The Offering resulted in the Investor holding approximately 15% of the Company's current issued and outstanding share capital. It is a term of the special warrants (and the securities underlying the Special Warrants), that the subscriber will not be able to exercise the same to acquire direction or control over that number of voting securities of the Company which is equal to 20% or more of the voting securities of the Company.
The Company paid a finder's fee (the "Finder's Fee") in connection with the introduction of the Investor to the Company in the amount of 7% of the gross proceeds raised, payable in cash and shares, along with the issuance of warrants equal to 3% of the Special Warrants issued. The Company satisfied the Finder's Fee by (1) paying the finder a cash fee of $120,000 (2) issuing the finder 589,922 common shares at a deemed price of $0.29 per common share and (3) issuing to the finder 430,164 warrants (the "Finder's Warrants"). Each Finder's Warrant entitles the finder to purchase, upon exercise of a Finder's Warrant, one common share of the Company (a "Finder's Warrant Share") at a price of $0.50 per Finder's Warrant Share, for a period of 12 months from closing of the Offering.
The securities issued under the Offering were distributed by way of exemptions from prospectus and dealer registration requirements and are subject to a statutory hold period of four months plus a day expiring on August 27, 2010. The net proceeds from the Offering will be used to fund strategic corporate initiatives and for general corporate working capital.
About Hawthorne Gold Corp.
Hawthorne Gold Corp. is a Canadian-based gold exploration and development company with key properties located in British Columbia, Canada. Hawthorne is led by well-respected mining leaders Richard Barclay and Michael Beley. Hawthorne's goal is to become a junior gold producer by working towards production at Table Mountain and the continued resource development at the nearby Taurus deposit, as well as the Frasergold deposit in the Cariboo region of south central British Columbia.
For more information on Hawthorne, contact Todd Hanas toll free at 1-866-869-8072 or the Company at (604) 629-1505 or toll free at 1-888-629-1505, or you can visit Hawthorne's website at www.hawthornegold.com.
ON BEHALF OF HAWTHORNE GOLD CORP.
"Richard J. Barclay"
President & CEO
Certain information regarding the Company including management's assessment of future plans and operations, may constitute forward-looking statements under applicable securities laws and necessarily involve risks associated with mining exploration and development, volatility of prices, currency fluctuations, imprecision of resource estimates, environmental and permitting risks, access to labour and services, competition from other companies and ability to access sufficient capital. As a consequence, actual results may differ materially from those anticipated in the forward-looking statements.
Neither 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 of accuracy of this release.
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