/THIS PRESS RELEASE IS NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES./
CALGARY, Jan. 4, 2012 /CNW/ - Hodgins Auctioneers Inc. (HA:TSX.V) ("Hodgins" or the "Company") announced today that it proposes to complete a private placement of up to 3,000,000 units at a price of $0.10 per unit for gross proceeds of up to $300,000 (the "Offering"). Each unit will consist of one common share and one common share purchase warrant (a "warrant"), with each warrant being exercisable into one additional common share for a period of 24 months from closing at an exercise price of $0.15 (if exercised during the first 12 months following the closing date) and $0.25 (if exercised during the subsequent 12 months).
Brian Lovig, a director of the Company, is expected to subscribe for 2,000,000 units (the "Subscribed Units") of the Company and on that basis would, assuming the exercise of the warrants forming part of the Subscribed Units, own in excess of 20% of the outstanding shares of the Company. As such, shareholder approval of the Offering is required pursuant to TSX Venture Exchange ("TSXV") policies. In an effort to eliminate the cost and delay associated with calling a special meeting of its shareholders, the Company intends to obtain shareholder approval of the Offering by way of written consents from shareholders holding a majority of the outstanding Company shares, in accordance with TSXV policies.
The Offering constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") but is exempt from the formal valuation requirement pursuant to the exemption set out in section 5.5(b) of MI 61-101 (issuer not listed on a "specified exchange" such as the Toronto Stock Exchange, New York Stock Exchange or NASDAQ), and from the minority voting requirement by virtue of the exemption set forth in section 5.7(b) of MI 61-101 (the Offering being a distribution of securities having a fair market value of less than $2,500,000).
The Offering was unanimously approved by all directors eligible to vote upon it (Mr. Lovig having declared his interest in the Offering and abstained from voting).
Closing of the Offering is expected to take place on or about January 12, 2012 and is conditional upon, inter alia, receipt of shareholder and regulatory (including TSXV) approvals.
The proceeds of the Offering will be used for general corporate and working capital purposes.
About Hodgins Auctioneers Inc.
Headquartered in Melfort, Saskatchewan for more than fifty years Hodgins Auctioneers Inc. is a provider of professional auction services. Hodgins is renowned for its experienced auctioneers, award winning promotions, dependable results and commitment to providing the ultimate marketplace for the sale of assets by auction.
FORWARD LOOKING STATEMENTS
This news release contains "forward-looking statements" within the meaning of applicable securities laws relating to the proposed Offering. Readers are cautioned to not place undue reliance on forward-looking statements. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risks that the parties will not proceed with the Offering, that the ultimate terms of the Offering will differ from those that currently are contemplated, and that the Offering will not be successfully completed for any reason (including the failure to obtain the required approvals or clearances from regulatory authorities). The statements in this press release are made as of the date of this release. Hodgins undertakes no obligation to update forward looking information, other than as required by law.
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