Stans Energy Corp Announces Non-Brokered Private Placement
Toronto, Ontario (FSCwire) - Stans Energy Corp. (TSX-V: HRE, OTCQX: HREEF), ("Stans" or the "Company") announces a proposed non-brokered private placement unit offering (the "Offering") of up to C$2 million to be sold on a best efforts basis.
“The Ontario Superior Court of Justice has recently extended the arrest of Centerra Gold (TSX: CG)(“Centerra”) shares as collateral for the Company’s US$ 118mm award by the Moscow Chamber of Commerce and Industry. In order to fund the ongoing legal costs associated with the collection of our $118 million, we feel it is prudent to raise a small amount of money at this time” stated Rodney Irwin, Interim President and CEO of Stans. “
Background
On October 24, 2014 the Ontario Superior Court of Justice extended an original 10-day injunction (the “Order”) for an indefinite period while Stans contests the collection in Ontario Courts. The Order prohibits the Kyrgyz Republic and Kyrgyzaltan JSC ("KJSC") from selling, disposing, exchanging, assigning, transferring, pledging or encumbering 47,000,000 shares (the "Centerra Shares") in the capital of Centerra Gold Inc. ("Centerra") registered in the name of KJSC, subject to certain exceptions. The Order also prohibits Centerra and its transfer agent from issuing share certificates in respect of the Centerra Shares.
The Order was obtained in a proceeding by Stans for recognition and enforcement of an international arbitration award of the Arbitration Court at the Moscow Chamber of Commerce & Industry against Kyrgyz Republic for approximately US$118 million (the "Award"). The Kyrgyz Republic has refused or failed to pay the Award, which the Company is now seeking to enforce.
The Proposed Offering
The Offering is for up to $2,000,000 (the “Offering Amount”) consisting of up to 20,000,000 units at a price of $0.10 per Unit. Each Unit will consist of one common share in the capital of the Company and one-half of one share purchase warrant (each whole warrant a “Warrant”). Each Warrant will be exercisable to acquire one additional common share of the Company for a period of [24] months at a price of $[0.15] per common share, subject to acceleration under specified market conditions.
The expiry date of the Warrants may be accelerated by the Company in the event that (the “Acceleration Event”) the closing price of the common shares of the Company on the TSX Venture Exchange, or such other exchange on which the Common Shares may primarily trade from time to time, at a volume-weighted average price of $0.25 for a period of least 20 consecutive trading days at any time after March 21, 2015. If the Acceleration Event occurs the Company may, at its option, accelerate the expiry date of the Warrants by giving notice to the holders thereof and in such case the Warrants will expire at 4 p.m. (Toronto time) on the date which is the earlier of: (i) the 30th day after the date on which such notice is given by the Company in accordance with the terms of the Warrants; and (ii) the actual expiry date of the Warrants.
Stans intends to use the gross proceeds from the Offering to fund the legal costs associated with the Company’s enforcement of the US$118 million Award and for general corporate purposes.
The Offering is open to all accredited investors and financial institutions, subject to certain limitations. Any existing shareholder interested in participating in the Offering should contact the Company in accordance with the contact information set forth below. The Company may pay registrants a cash commission of 5% of the gross proceeds of this Offering in respect of investors solicited or introduced by such registrants. Registrants will also be entitled to receive warrants to purchase that number of common shares of the Company as equals 5% of the total offering subscribed by investors solicited or introduced by such registrants, at an exercise price of $0.17 per share, for a term of 24 months.
Neither 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.
Closing of the Offering will be subject to certain closing conditions, including the approval of the Toronto Stock Exchange.
About Stans Energy
Stans Energy Corp. is a resource development company focused on advancing Heavy Rare Earth (HRE) properties in areas of Central Asia and Russia. In December 2009, Stans acquired a 20-year mining license for the past-producing Kutessay II rare earth mine from the Kyrgyz Republic. On May 26, 2011 Stans completed the purchase of the Kashka Rare Earth Processing Plant (KRP) the same plant that previously refined REEs from Kutessay II ores. The KRP was the only hard rock plant to produce all rare earth elements outside of China, producing 120 different metals, alloys, and oxides. For over 30 years, Kutessay II produced 80% of the rare earth metals for the Former Soviet Union.
We seek safe harbour.
Contact Details
Rodney Irwin
Interim President & CEO
rodney@stansenergy.com
647-426-1865
David Vinokurov
Stan Energy Corp
VP Corporate Development
david@stansenergy.com
647-426-1865
FORWARD LOOKING STATEMENTS: This document includes forward-looking statements as well as historical information. Forward-looking statements include, but are not limited to, use of proceeds from the Offering, the completion of the Offering, the continued advancement of the company's general business development, research development and the company's development of mineral exploration projects. When used in this press release, the words “will”, “shall”, "anticipate", "believe", "estimate", "expect", "intent", "may", "project", "plan", "should" and similar expressions may identify forward-looking statements. Although Stans Energy Corp. believes that their expectations reflected in these forward looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statement. Important factors that could cause actual results to differ from these forward-looking statements include the potential that fluctuations in the marketplace for the sale of minerals, the inability to implement corporate strategies, the ability to obtain financing and other risks disclosed in our filings made with Canadian Securities Regulators. There are no assurances the Order will remain in effect, or that that Company will ultimately be successful in obtaining an order for recognition and enforcement of the Award in Ontario and then in collecting on the Award.
To view this press release as a PDF file, click onto the following link:
public://news_release_pdf/stansenergy11212014.pdf
Source: Stans Energy Corp. (TSX Venture:HRE) www.stansenergy.com
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