Each Bridge Financing unit will consist of one common share in the capital of Artha and one-half of one warrant, with each whole warrant entitling the holder thereof to purchase one common share of Artha at $0.12 per share for a period of 24 months from the closing of the Bridge Financing. No commissions or finder's fees are expected to be paid in connection with the Bridge Financing. The closing of the Bridge Financing is expected to occur on or about April 22, 2015. Members of Artha's and Cardero's management may participate in the Bridge Financing, but in no case shall more than 25% of the offering be subscribed for by non-arm's length parties.
Each unit of the Concurrent Financing will consist of one common share in the capital of Artha and one warrant, with each warrant entitling the holder thereof to purchase one common share of Artha at $0.15 per share for a period of 24 months from the closing of the Concurrent Financing. No commissions or finder's fees are currently expected to be paid in connection with the Concurrent Financing. The closing of the Concurrent Financing is conditional upon the completion of the Transaction, and is expected to occur on or about June 15, 2015.
The Transaction is subject to approval by the TSX Venture Exchange (the "TSX-V") and shareholders of Artha. Artha expects to hold a special annual and general meeting of shareholders on or about May 25, 2015, for the purpose of obtaining shareholder approval of the Transaction. The Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all. Trading in Artha's securities is currently halted and is expected to remain halted until final TSX-V approval of the Transaction.
All securities issued in connection with the Bridge Financing and the Concurrent Financing will be subject to a four month hold period. The closing of the Bridge Financing and the Concurrent Financing is subject to the satisfaction of certain conditions, including receipt of all applicable regulatory and TSX-V approvals.
On Behalf of the Board of Directors
For Information Contact:
Neither the TSX Venture Exchange Inc. nor any securities regulatory authority has in any way passed upon the merits of the reverse take-over described in this Information Circular.
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 or accuracy of this news release.
This news release includes certain statements that constitute "forward-looking information" within the meaning of applicable Canadian securities laws, including without limitation, statements that address the timing and occurrence of the Transaction, the Bridge Financing and the Concurrent Financing. This forward-looking information can be identified by the use of forward-looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words or the negative thereof. Forward-looking information is based on certain key expectations and assumptions made by the Company's management, including future plans for acquisitions, financings and the exploration and development of its mineral properties. While such estimates and assumptions are considered reasonable by the management of the Company, they are inherently subject to significant business, economic, competitive and regulatory uncertainties and risks, including the Company's working capital availability and approval by the TSX--V of the Transaction, the Bridge Financing and the Concurrent Financing and, accordingly, may not occur as described herein or at all. Actual results may differ materially from those currently anticipated in such statements. Factors that could cause actual results to differ materially from those in the forward-looking information include, but are not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; timing and availability of external financing on acceptable terms; future prices for gold or other minerals; accidents, labour disputes and other risks of the mining industry; and delays in obtaining governmental approvals, required financing or in the completion of activities, as well as those risks identified in the Company's filings with the Canadian securities regulators, which may be viewed at www.sedar.com. Investors are cautioned that forward-looking statements are not guarantees of future performance or events and, accordingly are cautioned not to put undue reliance on forward-looking statements due to the inherent uncertainty of such statements. The forward-looking statements included in this news release are made as of the date hereof and the Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities legislation.