Toronto: TSX-V:
MHI
Frankfurt: MLN/WKN: A1JKJN
OTC Market (US): MHIFF
VANCOUVER, BC, April 13,
2022 /CNW/ - Dieter
Peter, president, chief executive officer and a director of
Mineral Hill Industries Ltd ("MHI" or "Company") and Merfin
Management Limited ("MRF"), private holding Company's and MHI's
current controlling shareholder, has initiated the possible sale of
11.0 million common shares of MHI held by MRF (the MRF/MHI-Shares)
at a price between US$ 0.03 and
US$ 0.05 per MRF/MHI-Share pursuant
to an exclusive purchase option (the "Call-Option") granted
to Fairmont Resources Limited and its affiliates ("Fairmont" or
"Optionee"). The Call-Option can be exercised in two steps.
Fairmont Resources Limited is a private company incorporated and
existing under the laws of England
and Wales, of which Mr.
Kevin Collins is founder and
controlling shareholder.
MHI has currently 20,724,807 common shares ("MHI-Shares") and
474,648 share purchase warrants ("Warrants") outstanding of which
MRF owns 11,677,646 MHI-Shares plus 129,980 Warrants and Mr. Peter
owns 1,752,965 plus 115,000 Warrants, representing respectively
55.70% and 8.81% of the Company's issued and outstanding
securities.
As a result of Fairmont's Call-Option and pursuant to its full
execution (the "Call-Option Transaction"), the Fairmont group will
own 11,000,000 MHI-Shares, MRF will own 677,646 MHI-Shares plus
129,980 Warrants and Mr. Peter will still own 1,752,965 shares plus
115,000 Warrants of MHI, representing respectively a ownership of
51.89% by Fairmont, 3.81% by MRF and 8.81% by Mr. Peter's ownership
of the Company's current issued and outstanding securities.
The share transfer via the Call-Option Transaction will
represent a change of control and will require the approval of
disinterested shareholders.
Fairmont, either directly or through its subsidiaries and/or
affiliates has entered into acquisition and significant financing
agreements to acquire and finance substantial precious mineral and
gem-stone projects located in South
Africa and Sierra Leone and
assembled a highly qualified exploration and mining team.
Under the terms of the Call-Option granted by MRF, Fairmont has
committed to continue to raise for MHI an initial equity financing
as working capital via a private placement of CAD 150,000, the greater of CAD$0.25 per share or the market price after
resuming trading on the TSX Venture Exchange.
Details about the Company's PP1 will be announced by MHI
subsequently to its stock having resumed trading.
The Call-Option becomes effective only subsequently to the
closing of the PP1, the approval of MHI's disinterested
shareholders and subject to the acceptance by the TSX Venture
Exchange.
Fairmont is also desirous to continue and support MHI's present
exploration and development of its gold mining projects located in
British Columbia as announced
previously by MHI and enhance MHI's management with its highly
qualified operational and administrative staff and MHI's board of
directors welcomes the opportunity for a possible future
integration of Fairmont's gem-stone projects located in South
African and Sierra Leone.
Neither the TSX Venture Exchange nor its Regulation
Services Provider (as that term is defined in policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
The Company seeks Safe Harbor.
SOURCE Mineral Hill Industries Ltd.
