Pinehurst Capital I Inc. (TSXV: PHT.P) (the
“
Corporation” or
“
Pinehurst”), a capital pool company listed on the
TSX Venture Exchange (“
TSXV”), is pleased to
provide this update on the reverse takeover of Pinehurst by Silver
Bullet Mines Inc. (“
Silver Bullet”, and together
with Pinehurst, the “
Parties”), a mining company
focused on silver exploration at its 100% owned Black Diamond
Property located near Globe, Arizona (the
“
Property”). The Parties entered into a binding
definitive agreement effective November 12, 2020, as amended, (the
“
Definitive Agreement”) pursuant to which the
Parties intend to complete a business combination transaction,
which, subject to certain conditions and applicable shareholder and
regulatory approvals, will result in a reverse takeover of
Pinehurst by Silver Bullet (the “
Transaction”).
The combined public company resulting from the Transaction (the
“
Resulting Issuer”) will carry on the business of
Silver Bullet. The Transaction has been approved by the
shareholders of Silver Bullet.
The Transaction is not a "Non-Arm’s Length
Qualifying Transaction" under the policies of the TSXV and is not
required to be approved by the shareholders of Pinehurst. In
addition, no Non-Arm’s Length Party to Pinehurst is an insider of
Silver Bullet or has any direct or indirect beneficial interest in
any of the assets of Silver Bullet.
1. The Definitive Agreement
Under the terms of
the Definitive Agreement, Pinehurst will acquire all of the issued
and outstanding common shares of Silver Bullet in exchange for
common shares of Pinehurst on a one for one basis. In addition,
each outstanding option and/or warrant to acquire Silver Bullet
common shares will become exercisable for one common share of
Pinehurst. As consideration for 100% of the outstanding common
shares of Silver Bullet, Pinehurst will issue up to 51.1 million
common shares, assuming the closing of additional $717,000 under
the private placement financing, to the shareholders of Silver
Bullet. Certain of the common shares may be subject to an escrow
agreement to be determined by regulatory authorities. The
Definitive Agreement also provides that as a condition of closing
that Silver Bullet shall have completed one or more non-brokered
private placements of securities of Silver Bullet for aggregate
gross proceeds of no less than $2,009,200 at a price or prices to
be determined by Silver Bullet. As of June 24, 2021, Silver Bullet
as raised $4,282,569 and issued 14,275,231 units at a price of
$.30, each unit consisting of one common share and one-half of one
common share purchase warrant, with each whole warrant being
exercisable for one common share at an exercise price of $0.50 for
a two-year term. In addition, Silver Bullet has issued 25,000
shares as compensation shares and paid finders’ fees consisting of
cash of $179,140 and 496,299 finders’ warrants.
2. Silver Bullet Financial Information:
An unaudited summary
of significant financial information respecting Silver Bullet Mines
Inc. presented in Canadian dollars as at May 31, 2021 is set out
below:
Cash |
$ 2,676,000 |
|
Other current assets |
806,000 |
|
Capital assets |
931,000 |
|
|
|
|
Total assets |
$
4,413,000 |
|
Current liabilities |
$
172,000 |
|
Other liabilities |
302,000 |
|
Shareholders’ equity |
3,939,000 |
|
Total liabilities and shareholders’ equity |
$
4,413,000 |
|
Directors and Officers of the Resulting Issuer
The following persons will be the directors and officers of the
Resulting Issuer:
John Carter-Director and CEO-Oakville, Ontario
Ron Wortel-Director and President-King City, Ontario
Ron Murphy-Director and Vice President Mining-Globe, Arizona
Peter Clausi-Director and Vice President Capital Markets-St.
Catherines, Ontario
Eric Balog-Director-Toronto, Ontario
Jon Wiesblatt-Director-Toronto, Ontario
J. Birks Bovaird-Director-Toronto, Ontario
Brian Crawford-CFO-Burlington, Ontario
For further information, please contact:
David Rosenkrantz Pinehurst Capital I Inc.,
CEO e: drosenkrantz@patica.cap: 416-865-0123
Peter M. Clausi Silver Bullet Mines Inc., VP Capital
Markets e: pclausi@brantcapital.cap: 416-890-1232
Information concerning Silver Bullet has been
provided to the Corporation by Silver Bullet for inclusion in this
press release.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to Exchange Requirements (as that term
is defined in the policies of the TSXV), majority of the minority
shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Readers are cautioned that, except as disclosed
in the management information circular or filing statement to be
prepared in connection with the Transaction, any information
released or received with respect to the Transaction may not be
accurate or complete and should not be relied upon. Trading in the
securities of a capital pool company should be considered highly
speculative.
The TSXV has in no way passed upon the merits of
the proposed transaction and has neither approved nor disapproved
the contents of this press release. Neither the TSXV nor its
Regulation Services Provider (as that term is defined in the
policies of the TSXV) accepts responsibility for the adequacy or
accuracy of this release.
The securities referenced herein have not been,
nor will be, registered under the United States Securities Act of
1933, as amended, and may not be offered or sold within the United
States or to, or for the account or benefit of, U.S. persons absent
U.S. registration or an applicable exemption from U.S. registration
requirements. This release does not constitute an offer for sale of
securities in the United States.
Cautionary and Forward-Looking
Statements
This news release contains certain statements
that constitute forward-looking statements as they relate to
Pinehurst, Silver Bullet, their respective leadership teams and the
intended Resulting Issuer. Forward-looking statements are not
historical facts but represent management's current expectation of
future events, and can be identified by words such as “believe”,
“expects”, “will”, “intends”, “plans”, “projects”, “anticipates”,
“estimates”, “continues” and similar expressions. Although
management believes that the expectations represented in such
forward-looking statements are reasonable, there can be no
assurance that they will prove to be correct.
By their nature, forward-looking statements
include assumptions and are subject to inherent risks and
uncertainties that could cause actual future results, conditions,
actions or events to differ materially from those in the
forward-looking statements. If and when forward-looking statements
are set out in this new release, Pinehurst will also set out the
material risk factors or assumptions used to develop the
forward-looking statements. Except as expressly required by
applicable securities laws, Pinehurst assumes no obligation to
update or revise any forward-looking statements. The future
outcomes that relate to forward-looking statements may be
influenced by many factors, including but not limited to: closing
on the Transaction as described above in a timely manner; SARS
CoV-2; reliance on key personnel; shareholder and regulatory
approvals; activities and attitudes of communities local to the
location of the Property; risks of future legal proceedings; income
tax matters; availability and terms of financing; distribution of
securities; commodities pricing; currency movements, especially as
between the USD and CDN; effect of market interest rates on price
of securities; and, potential dilution. SARS CoV-2 creates risks
that at this time are immeasurable and impossible to define.
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