Toronto, Ontario, December 17, 2009 -- Halo Resources Ltd. (TSXV: HLO) (the “Company”) is pleased to announce that it has completed the closing of the non-brokered private placement (the “Private Placement” or the “Financing”) with the MineralFields Group of Companies. The Company raised additional gross proceeds of $300,000 through the issuance of 6,000,000 flow-through units (each a “FT Unit”) at a price of $0.05 per FT Unit. Each FT Unit consists of one flow-through common share of Halo (a “FT Share”) and one half of one common share purchase warrant (each whole warrant a “Warrant”). Each whole Warrant is exercisable into an additional non-flow-through common share of Halo (a “Share”) at any time for a period of two years following issuance, at an exercise price of $0.15 in the first year and $0.20 in the second year. The Financing was originally announced in the Company’s news releases dated October 19, 2009 and December 4, 2009.
Upon the completion of the Financing, various MineralFields funds own an aggregate of 32,866,747 Shares, representing approximately 19.45% of the issued and outstanding common shares of the Company. MineralFields also holds Warrants exercisable into an aggregate of 18,182,587 additional Shares. The Warrants issued to MineralFields are subject to a restriction on exercise whereby MineralFields may not exercise the Warrants if, after giving effect to such exercise, MineralFields, together with any person or company acting jointly or in concert with MineralFields, would in the aggregate beneficially own, or exercise control or direction over, 20% or more of the total issued and outstanding voting securities of the Company, without prior approval of the TSX Venture Exchange (the “Exchange”) and the Company’s disinterested shareholders.
Proceeds from the Financing will be used to finance the exploration of the Company’s properties and for general working capital.
For this portion of the Financing, the Company paid to Limited Market Dealer Inc. (“LMD”), as finder in connection with the Financing, a cash finder’s fee of $15,000, which is equal to 5% of the gross proceeds raised in the Financing, and issued finder’s warrants, exercisable into 420,000 additional units at an exercise price of $0.05 per unit, each such unit consisting of one Share, issued on a non-flow-through basis, and one-half of one Warrant, with each whole Warrant being exercisable into one additional Share at any time for a period of two years following issuance, at an exercise price of $0.15 in the first year and $0.20 in the second year.
All of the securities issued in connection with the Financing are subject to a four month hold period under applicable securities laws and the rules of the Exchange, expiring in April 2010.
ON BEHALF OF THE BOARD OF DIRECTORS
“Marc Cernovitch”
Marc Cernovitch
Chairman
For further information, please contact:
Marc Cernovitch
Halo Resources Ltd.
Telephone: 416-619-7539
Fax: 416-601-9046
Email: info@halores.com
