Halo Resources closes $874,607 private placement

2008-11-07 17:11 ET - News Release

Mr. Marc Cernovitch reports

HALO RESOURCES CLOSES FINANCING WITH THE MINERALFIELDS GROUP

Halo Resources Ltd. has closed a non-brokered private placement with the MineralFields Group of 17,492,140 units at a purchase price of five cents per unit, raising gross proceeds to the company of $874,607. Each unit consists of one common share of the company issued on a flow-through basis under the Income Tax Act (Canada) and one-half of one common share purchase warrant. Each warrant entitles the holder to purchase one non-flow-through common share of the company at an exercise price of 15 cents per share for a period of 12 months after the date of closing of the private placement and thereafter at an exercise price of 20 cents per share until the date which is 24 months after the closing.

The company issued 874,607 units and 1,749,214 non-transferable options to Limited Market Dealer Inc. as payment of a finder's fee in connection with the private placement. Each finder's unit has the same terms as the units issued under the private placement, except that the common shares partly comprising the finder's units are non-flow-through and the warrants partly comprising the finder's units are non-transferable. Each finder's option is exercisable to acquire an additional finder's unit at an exercise price of five cents per finder's unit for a period of 24 months after the closing.

As a result of the private placement, MineralFields owns approximately 19.99 per cent of the issued and outstanding common shares of the company. 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 total beneficially own, or exercise control or direction over, 20 per cent or more of the total issued and outstanding voting securities of the company, without prior approval of the TSX Venture Exchange and the company's disinterested shareholders.

"We are very pleased to be entering into this relationship with MineralFields Group," said Lynda Bloom, president and chief executive officer. "This is an important milestone in the growth of Halo Resources Ltd. and we look forward to working with MineralFields Group as we develop our holdings in the Manitoba and Ontario regions. Proceeds from the private placement will be used to finance the exploration of the company's Sherridon property in Manitoba and the company's West Red Lake property in Ontario."

All of the securities issued to MineralFields in connection with the private placement and to the finder are subject to a four-month hold period expiring March 7, 2009, under applicable securities laws and the rules of the exchange.

We seek Safe Harbor.