(TheNewswire)
October 16, 2023 – TheNewswire- Vancouver, British Columbia – Happy CreekMinerals Ltd. (TSXV:HPY) (“ Happy Creek ” or the “ Company ”) announces the intention tocomplete a non-brokered private placement of up to CDN$1,400,000through the sale of up to 10,000,000 flow-through common shares of theCompany (the “ CommonShares ”) at a price of $0.085 per Common Shareand up to 10,000,000 non-flow-through Common Shares at a price of$0.055 per Common Share (the “ Private Placement ”).
It is intended that the CDN$850,000 of the flow-throughportion of the Private Placement will be used to conduct mineralexploration work that qualified as “Canadian exploration expenses”and “flow-through critical mineral mining expenditures” as definedin the IncomeTax Act ( Canada ). The remainingCDN $550,000 of the non-flow-through portion willbe used for general working capital and additional engineering,development and advanced permitting work contemplated by the Company.Exploration expenditures will be primarily focused on the Company’s100% owned, Highland Valley projects in southernBritish Columbia .
Completion of the Private Placement will be subject toregulatory approval, including the approval of the TSX VentureExchange and certain other customary conditions including, but notlimited to, execution of subscription agreements between the Companyand the subscribers. The Common Shares will be offered by way ofprospectus exemptions in Canada and the Common Shares sold in thePrivate Placement will be subject to a hold period of four months. The Company will pay a cash finder’s fee equalto 6% of the gross proceeds raised and issue common shares in aquantity equal to 6% of the aggregate number of common shares sold tocertain finders on all or a portion of thePrivate Placement. The Private Placement is expected to close in oraround October 27, 2023. The Private Placementis not subject to any minimum aggregate subscription.
In addition to other prospectus exemptions commonlyrelied on in private placements , the PrivatePlacement will be available to existing shareholders of the Companywho, as of the close of business on October 16, 2023, held commonshares of the Company (and who continue to hold such common shares asof the closing date), pursuant to the prospectus exemption set out inBC Instrument 45-534 - Exemption from prospectus requirement for certain trades to existingsecurity holders and in similar instruments inother jurisdictions in Canada (the “ Existing ShareholderExemption ”). The Existing ShareholderExemption limits a shareholder to a maximum investment of CAD$15,000in a 12-month period unless the shareholder has obtained adviceregarding the suitability of the investment and, if the shareholder isresident in a jurisdiction of Canada, that advice has been obtainedfrom a person that is registered as an investment dealer in thejurisdiction. If the Company receives subscriptions from investorsrelying on the Existing Shareholder Exemption exceeding the maximumPrivate Placement, the Company may adjust the subscriptions received on apro-rata basis.
The Company will also make the Private Placementavailable to certain subscribers pursuant to BC Instrument 45-536- Exemption from prospectusrequirement for certain distributions through an investmentdealer (the “ Investment DealerExemption ”). In accordance with therequirements of the Investment Dealer Exemption, the Company confirmsthat there is no material fact or material change about the Companythat has not been generally disclosed.
The issuance of Common Shares to insiders constitutes a"related party transaction", as defined under MultilateralInstrument 61-101 (" MI61-101 "). The transactions will be exemptfrom the formal valuation and minority shareholder approvalrequirements of MI 61-101 as neither the fair market value of anyCommon Shares issued to, nor the consideration paid, by such personswould exceed 25% of the Company's market capitalization.
This news release does not constitute an offer to sellor a solicitation of an offer to buy the securities described hereinin the U.S., or in any jurisdiction in which such an offer or salewould be unlawful. The securities described herein have not been andwill not be registered under the U.S. Securities Act of 1933, asamended, or any U.S. state securities laws and may not be offered orsold in the U.S. or to the account or benefit of a U.S. person or aperson in the U.S. absent registration or an applicable exemption fromthe registration requirements.
About Happy Creek Minerals Ltd.
Happy Creek is focused on making new discoveries andbuilding resources in proximity to infrastructure on the Company’s100%-owned portfolio of diversified metals projects in BritishColumbia. The Company’s Management, Board of Directors and TechnicalAdvisors have solid expertise and depth in the mineral resource sectorand capital markets.
Additional information relating to Happy Creek MineralsLtd. may be obtained or viewed on the SEDAR+ website at www.sedar.com or on theCompany’s website at www.happycreekminerals.com .
Indigenous Communities
Happy Creek is committed to responsible mineralresource development. The Company’s priority is to build and sustainmutually beneficial relationships with Indigenous Communities in theterritories in which the Company explores.
On behalf of the Board of Directors,
“Michael Cathro”
Interim President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASECONTACT:
Michael Cathro
Phone:1-250-682-7168
Email: mcathro@happycreekminerals.com
Neither the TSX Venture Exchange norits Regulation Services Provider (as that term is defined in thepolicies of the TSX Venture Exchange) accepts responsibility for theadequacy or accuracy of this release.
Certain statements made and information contained herein in the newsrelease constitutes "forward-looking information" and"forward-looking statements" within the meaning ofapplicable securities legislation (collectively, "forward-lookinginformation"). The forward-looking information contained in thisnews release is based on information available to the Company as ofthe date of this news release. Except as required under applicablesecurities legislation, the Company does not intend, and does notassume any obligation, to update this forward-looking information.Generally, this forward-looking information can frequently, but notalways, be identified by use of forward-looking terminology such as"plans", "expects" or "does not expect","is expected", "budget", "scheduled","estimates", "forecasts", "intends","anticipates" or "does not anticipate", or"believes", or variations of such words and phrases orstatements that certain actions, events, conditions or results"will", "may", "could","would", "might" or "will be taken","occur" or "be achieved" or the negative connotations thereof. All statements other than statements ofhistorical fact may be forward-looking statements. Forward-lookingstatements contained in this news release include statements regardingthe closing of the Private Placement (including receipt of allrequired regulatory approvals), the number of Common Shares soldpursuant to the Private Placement, the insider participation in thePrivate Placement, the use of proceeds from the Private Placement, thefocus and objective of future work programs, the expected results orsuccess of future exploration activities, and the growth strategy ofthe Company. Although the Company believes that the expectationsreflected in such forward-looking statements and/or information arereasonable, undue reliance should not be placed on forward-lookingstatements since the Company can give no assurance that suchexpectations will prove to be correct. These statements involve knownand unknown risks, uncertainties and other factors that may causeactual results or events to differ materially from those anticipatedin such forward-looking statements, including but not limited to risksrelated to: receipt of required regulatory approvals for, and theclosing of, the Private Placement, insider participation in thePrivate Placement, Mineral Resources estimates, estimations of costs,and permitting time lines; ability to obtain surface rights andproperty interests; currency exchange rate fluctuations; requirementsfor additional capital; changes to government regulation of miningactivities; environmental risks; unanticipated reclamation orremediation expenses; title disputes or claims; limitations oninsurance coverage; and other risks, uncertainties and other factorsidentified in the Company's periodic filings with Canadian securitiesregulators. In addition, these statements involve assumptions madeincluding that the current price of and demand for commodities will besustained or will improve, that the general business and economicconditions will not change in a material adverse manner, thatfinancing will be available if and when needed on reasonable terms andthat the Company will not experience any material labour dispute,accident, or failure of plant or equipment. These factors are not,and should not be construed as being, exhaustive.
The forward-looking statements contained in this news release are madeas at the date of this news release and the Company does not undertakeany obligations to publicly update and/or revise any of the includedforward-looking statements, whether as a result of additionalinformation, future events and/or otherwise, except as may be requiredby applicable securities laws. Forward-looking information is providedfor the purpose of providing information about management's currentexpectations and plans and allowing investors and others to get abetter understanding of the Company's operating environment. Althoughthe Company has attempted to identify important factors that wouldcause actual results to differ materially from those contained inforward-looking information, there may be other factors that causeresults not to be as anticipated, estimated, or intended. There can beno assurance that such statements will prove to be accurate, as actualresults and future events could differ materially from thoseanticipated in such statements. All the forward-looking informationcontained in this document is qualified by these cautionarystatements. Readers are cautioned not to place undue reliance onforward-looking information due to the inherent uncertainty thereof.
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