Hemlo Explorers Announces Non-Brokered Private Placement
20 April 2023 - 9:00PM
Hemlo Explorers Inc. (the “Company”) (TSXV: HMLO) announces it is
undertaking a non-brokered private placement (the "Offering") to
raise aggregate gross proceeds of up to $1,200,000 through the sale
of up to 8,000,000 units ("Units") at a price of $0.075 per unit
and 6,666,667 flow through units (“FT Units”) at a price of $0.09
per flow through unit.
Robert Cudney and Northfield Capital Corporation
(“Northfield”) have committed to provide the lead order for the
Offering.
Each Unit shall be comprised of one common share
and one common share purchase warrant ("Warrant"). Each FT Unit
shall be comprised of one flow through common share, to be issued
as a “flow-through share” (as defined in subsection 66(15) of the
Income Tax Act (Canada)), and one Warrant to be issued on a
non-flow through basis. Each Warrant shall entitle the holder
thereof to acquire one common share, to be issued on a non-flow
though basis, at a price of $0.15 until the date that is eighteen
months following the closing date of the Offering, but subject to
accelerated expiry terms following the four month and a day hold
period (as further described below). If the Company’s shares trade
at or above $0.50 per share for 20 consecutive days in which case
the Company will have the right to accelerate the exercise period
to a period ending at least 30 days from the date that notice of
such acceleration is provided to the holders of the Warrants.
“Based on the successful 2022 exploration
results at Project Idaho announced to date, we are moving ahead
with a targeted drill campaign in 2023. Diamond drilling targets
follow the prominent north-south geophysical anomalies which we
believe parallel Generation Mining’s Marathon Pd-Cu deposit,
roughly 3km to the west,” stated Brian Howlett, CEO of the Company.
“Management also wishes to acknowledge Robert Cudney, who has been
our biggest supporter for the past number of years, and we are
thankful for his continued commitment to the Company in providing
the lead order in this financing. We are thankful for the support
of all our shareholders.”
The proceeds of the Offering will be used for
the exploration and advancement of the Company’s Hemlo area
projects, and for general corporate purposes. Any securities to be
issued in connection with the Offering will be subject to a hold
period of four months and one day from the date of issuance. The
Company may pay finder’s fees on a portion of the Offering, subject
to compliance with the policies of the TSX Venture Exchange and
applicable securities legislation. The Offering remains subject to
the approval of the TSX Venture Exchange.
It is anticipated that insiders of the Company,
including Northfield, will participate in the Offering. By virtue
of their participation, the Offering will constitute a "related
party transaction" under applicable securities laws. The Company
expects to release a material change report including details with
respect to the related party transaction less than 21 days prior to
the closing of the Offering, which the Company deems reasonable in
the circumstances so as to be able to avail itself of potential
financing opportunities and complete the Offering in an expeditious
manner. As the related party transaction will not exceed specified
limits and will constitute a distribution of securities for cash,
it is expected that neither a formal valuation nor minority
shareholder approval will be required in connection with the
Offering.
This news release does not constitute an offer
to sell or a solicitation of an offer to sell 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.
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.
Technical Information
Mr. Adrian Bray, P.Geo., Exploration Manager for
the Company, is a “Qualified Person” as defined by National
Instrument 43-101 Standards of Disclosure for Mineral Projects
and has reviewed and approved the scientific and technical
information contained in this news release.
About Hemlo Explorers Inc.
Hemlo Explorers is a Canadian-based mineral
exploration company with a portfolio of properties in Ontario and
Nunavut. We are focused on generating shareholder value through the
advancement of our Hemlo area projects, including Project Idaho,
the Pic Project (under option to Barrick Gold Inc.) and the North
Limb Project.
For more information please contact:
Brian Howlett, President & CEOHemlo
Explorers Inc.brian@hemloexplorers.ca +1 (647)
227-3035http://www.hemloexplorers.ca
Forward-Looking Information
Certain information set forth in this news
release may contain forward-looking statements that involve
substantial known and unknown risks and uncertainties, including,
but not limited to, the Offering, the use of proceeds, and the
Company’s plans with respect to the exploration and development of
its properties. These forward-looking statements are subject to
numerous risks and uncertainties, certain of which are beyond the
control of Hemlo Explorers Inc., including, but not limited to, the
failure to complete the Offering on the terms indicated in this
news release, the approval of the TSX Venture Exchange, the impact
of general economic conditions, industry conditions, volatility of
commodity prices, risks associated with the uncertainty of
exploration results and estimates, currency fluctuations,
dependency upon regulatory approvals, the uncertainty of obtaining
additional financing, exploration risk and Covid-19 pandemic
related orders. Readers are cautioned that the assumptions used in
the preparation of such information, although considered reasonable
at the time of preparation, may prove to be imprecise and, as such,
undue reliance should not be placed on forward-looking statements.
The Company does not undertake to update any forward-looking
statements, except in accordance with applicable securities
laws.
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