/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWSWIRE
SERVICES./
CALGARY, AB, May 25, 2021 /CNW/ - Huntington
Exploration Inc. (TSXV: HEI) ("Huntington" or the
"Company") is pleased to announce that it has amended its
agreement with Canaccord Genuity Corp. and Sprott Capital Partners,
to act as co-lead agents, on behalf of a syndicate of agents
including Cormark Securities Inc. (collectively, the
"Agents") to increase the size of its previously announced
private placement of units to $6
million (up from $5
million)(the "Revised Offering"). The Revised Offering
will be comprised of units ("HD Units") to be sold at a
price of C$0.28 per HD Unit and
flow-through units ("FT Units") to be sold at a price of
C$0.35 per FT Unit ("FT Offering
Price").
Each FT Unit shall consist of one common share of the Company
and one-half of one transferable common share purchase warrant
(each whole common share purchase warrant, a "Warrant"),
each of which will not qualify as a "flow-through share" (within
the meaning of subsection 66(15) of the Income Tax Act
(Canada) (the "Tax Act").
Each HD Unit shall consist of one common share of the Company and
one-half Warrant. Each Warrant will entitle the holder thereof to
purchase one common share of the Company at an exercise price of
C$0.40 for a period of 2 years
following the closing of the Offering.
Closing is expected on or about June 10,
2021 and is subject to the approval of the TSX Venture
Exchange (the "Exchange") and other necessary regulatory
approvals.
The proceeds raised from the sale of FT Shares will be used to
incur "Canadian exploration expenses" that are "flow-through mining
expenditures" (as such terms are defined in the Tax Act) on the
Company's flagship properties in Ontario,
Canada prior to December 31,
2022 (or such other period as may be permissible under
applicable tax legislation), and to renounce all such expenditures
in favour of the subscribers of the FT Units effective December 31, 2021. The proceeds raised from
the sale of HD Units will be used for general working capital
purposes and for exploration on the Company's other Ontario properties.
The Company also intends to complete the previously announced
contemporaneous non-brokered private placement on the same terms of
the FT Units at the FT Offering Price for aggregate gross proceeds
of C$2,500,000. Closing of the
Offering is not contingent on the closing of the non-brokered
private placement.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell of any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Huntington
Huntington is dedicated to the application of good geoscience in
an environmentally responsible manner. We practice the policies and
procedures of the E3 Program developed by the Prospectors and
Developers Association of Canada.
We are planning our 2021 exploration program on our Quartz Lake
Project.
Huntington's Quartz Lake Project claims previously referred to
as the Birch-Uchi Project, cover 11,280 hectares in 6 separate
claim blocks in the Birch-Uchi region east of Red Lake. Field work will commence with a detailed gold
in till and geochemical sampling program following on the recent
successful application of the Geological Survey of Canada and Teck protocol, by Prosper Gold on their contiguous Golden Sidewalk
Project property.
The Prosper exploration work has successfully demonstrated the
potential of the 'Red Lake –
Dixie' exploration model to be applicable in this area. Regionally,
gold mineralization has been found follow a formational magnetic
signature that parallels the regional Balmer – Narrow Lake
Assemblage (Confederation Group) unconformity. Prosper Gold has announced the recovery of a
significant numbers of pristine (rough and angular) gold grains
recovered from systematic till samples and are currently in the
midst of a 10,000 m drill
program.
The formational magnetic feature and the projected unconformity
highlighted by Prosper trends onto Huntington's Key-Hole Claims,
where a till sampling program will commence as soon as field
conditions permit.
ON BEHALF OF THE BOARD OF HUNTINGTON EXPLORATION
"Bryan Wilson"
President & CEO
416-543-9945
huntington@helioscorp.ca
Note: Website development is ongoing with expected release in
late Q2 2021
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 release.
Forward-Looking Information: This news release
contains "forward-looking information" within the meaning of
applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein are
forward-looking information. Generally, forward-looking information
may be identified by the use of forward-looking terminology such as
"plans", " expects" or "does not expect", "proposed", "is
expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases, or by the use of words or
phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. In particular, this
news release contains forward-looking information regarding: the
use of proceeds of the Offering, the closing of the Offering and
the non-brokered private placement, tax treatment of the FT Units
and renunciation of the expenditures to the FT Unit Purchasers.
There can be no assurance that such forward-looking information
will prove to be accurate, and actual results and future events
could differ materially from those anticipated in such
forward-looking information. This forward-looking information
reflects Huntington's current beliefs and is based on information
currently available to Huntington and on assumptions Huntington
believes are reasonable. These assumptions include, but are not
limited to: TSXV acceptance of the Offering; market acceptance and
approvals, including TSXV acceptance; and the anticipated closing
date for the Offering. Forward-looking information is subject to
known and unknown risks, uncertainties and other factors that may
cause the actual results, level of activity, performance or
achievements of Huntington to be materially different from those
expressed or implied by such forward-looking information. Such
risks and other factors may include, but are not limited to:
general business, economic, competitive, political and social
uncertainties; general capital market conditions and market prices
for securities; delay or failure to receive board or regulatory
approvals; the actual results of future operations; competition;
changes in legislation, including environmental legislation,
affecting Huntington; the timing and availability of external
financing on acceptable terms; and lack of qualified, skilled
labour or loss of key individuals. A description of additional
assumptions used to develop such forward-looking information and a
description of additional risk factors that may cause actual
results to differ materially from forward- looking information can
be found in Huntington's disclosure documents on the SEDAR website
at www.sedar.com. Although Huntington has attempted to identify
important factors that could cause actual results to differ
materially from those contained in forward-looking information,
there may be other factors that cause results not to be as
anticipated, estimated or intended. Readers are cautioned that the
foregoing list of factors is not exhaustive. Readers are further
cautioned not to place undue reliance on forward-looking
information as there can be no assurance that the plans, intentions
or expectations upon which they are placed will occur.
Forward-looking information contained in this news release is
expressly qualified by this cautionary statement. The
forward-looking information contained in this news release
represents the expectations of Huntington as of the date of this
news release and, accordingly, is subject to change after such
date. However, Huntington expressly disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities law.
SOURCE Huntington Exploration Inc.
