Huntington Exploration Inc. (TSX.V–HEI)
(“
Huntington" or the “
Company”)
is pleased to announce that it has closed its private placement
with Canaccord Genuity Corp. and Sprott Capital Partners, as
co-lead agents, on behalf of a syndicate of agents including
Cormark Securities Inc. (collectively, the
“
Agents”) for gross proceeds of
C$6,000,000 comprised of units (“
HD
Units”) sold at a price of C$0.28 per HD Unit.
The Company also announces the completion of the
previously announced contemporaneous non-brokered private placement
of flow-through units (“FT Units”) sold at a price
of C$0.35 per FT Unit for aggregate gross proceeds of C$2,500,000,
for total gross proceeds of C$8,500,000 (the
“Offering”).
Each FT Unit consisted of one common share of
the Company each of which will qualify as a "flow-through share"
(within the meaning of subsection 66(15) of the Income Tax Act
(Canada) (the “Tax Act”)) and one-half of one
transferable common share purchase warrant (each whole common share
purchase warrant, a "Warrant"). Each HD Unit
consisted of one common share of the Company and one-half of one
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.
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.
As consideration for their participation in the
Offering, the Company paid the Agents a cash commission equal to
6.0% of the proceeds from the sale of the HD Units.
The participation in the Offering by an
executive officer of the Company is considered a "related party
transaction" (the “Related Party”) as defined
under Multilateral Instrument 61-101 - Protection of Minority
Security Holders in Special Transactions (“MI
61-101”). The Company has determined that, and is relying
on, the exemptions from the formal valuation and minority
shareholder approval requirements set out in paragraphs 5.5(a) and
(b) and 5.7(1)(a) and (b) under MI 61-101. The Company did not file
a material change report at least 21 days before the expected
closing date of the Offering which the Company deemed reasonable in
the circumstances so as to be able to avail itself of potential
financing and complete the Offering in an expeditious manner.
Pursuant to applicable Canadian securities laws,
the securities issued under the Offering are subject to a
four-month hold period from the time of closing of the Offering.
The Offering is subject to final approval of the TSX Venture
Exchange.
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.
Investor Relations and Corporate
Communications Services
Also, Huntington is pleased to announce that it
has engaged CHF Capital Markets (‘CHF’) headed by
Cathy Hume, a highly-regarded Canadian investor relations and
capital markets firm, as its representative. Effective immediately,
the services agreement for corporate communications, shareholder
relations, investment industry outreach, and social and digital
marketing is for a term of twelve months ending May 14,
2022. Thereafter, the contract may be extended on a
month-to-month basis with a one-month termination
notice. Under the terms of the agreement, CHF will receive a
monthly fee of $7,000, in addition to reimbursement of any expenses
incurred and 150,000 options. To date, the options under this
agreement are still to be granted to CHF.
About Huntington
Huntington is an environmentally responsible
mineral exploration company dedicated to the application of good
geoscience through compliance with the E3 Program developed by the
PDAC. Huntington plans to encapsulate success within the Red
Lake vicinity, noting successful demonstrations of contemporaries
Prosper Gold corporation and Dixie Gold Inc. Regionally, gold
mineralization has been found following a formational magnetic
signature that parallels the regional Balmer – Narrow Lake
Assemblage (Confederation Group)
unconformity. Neighbour Prosper Gold corporation has
announced the recovery of a significant number 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.
ON BEHALF OF THE BOARD OF HUNTINGTON
EXPLORATION“Bryan Wilson”President &
CEO416-543-9945BWilson@HuntingtonExploration.ca
Cathy HumeCHF Capital
MarketsTel: 416-868-1079 x 253Email: cathy@chfir.com
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 anticipated use of proceeds of the Offering, 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 final acceptance
of the Offering; market acceptance and approvals. 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.
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