Happy Creek Announces Closing of Non-Brokered Private Placement

2023-12-01 / @thenewswire

(TheNewswire)

Vancouver, British Columbia - TheNewswire - November 30, 2023 - Happy Creek Minerals Ltd. (TSX-V:HPY) (“Happy Creek” or the “Company”) is pleased to announce that the previously announced non-brokered private placement (see the Company’s news release dated October 16, 2023) (the “Private Placement”) has closed on a total of 5,034,545 non-flow-through Common Shares at a price of $0.055 per Common Share.

In connection with the closing of the private placement, the Company paid Pollitt & Co. Inc. the following finder’s fees: $5,989.50 in cash and 108,900 Non-Transferable Finders Warrants. Each Finder’s Warrant entitles the holder to purchase one common share of the Company at an exercise price of $0.12 per share up to close of business on November 30, 2025.

The net proceeds of $276,900 will be used for general working capital and additional engineering, development and advanced permitting work.

All common shares issued under the Private Placement will be subject to a hold period expiring on March 31, 2024, in accordance with applicable Canadian securities laws.

In connection with the Private Placement, the Company issued common shares to persons that are directors or senior officers of the Company. The Company has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 (“MI 61-101”) are available for the issuance of the common shares to these related parties. The Company relied on Section 5.5(c) of MI 61-101 for an exemption from the formal valuation requirement on the basis that the transaction was a distribution of securities for cash, and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority approval requirement as the fair market value of the transaction was not more than $2,500,000.

About Happy Creek Minerals Ltd.

Happy Creek is focused on making new discoveries and building resources in proximity to infrastructure on the Company’s 100%-owned portfolio of diversified metals projects in British Columbia. The Company’s Management, Board of Directors and Technical Advisors have solid expertise and depth in the mineral resource sector and capital markets.

Additional information relating to Happy Creek Minerals Ltd. may be obtained or viewed on the SEDAR+ website at www.sedar.com or on the Company’s website at www.happycreekminerals.com.

Indigenous Communities

Happy Creek is committed to responsible mineral resource development. The Company’s priority is to build and sustain mutually beneficial relationships with Indigenous Communities in the territories in which the Company explores.

On behalf of the Board of Directors,

“Michael Cathro”

Interim President and Chief Executive Officer

FOR FURTHER INFORMATION, PLEASE CONTACT:

Michael Cathro

Phone:1-250-682-7168

Email: mcathro@happycreekminerals.com

Neither the 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.

Certain statements made and information contained herein in the news release constitutes "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation (collectively, "forward-looking information"). The forward-looking information contained in this news release is based on information available to the Company as of the date of this news release. Except as required under applicable securities legislation, the Company does not intend, and does not assume any obligation, to update this forward-looking information. Generally, this forward-looking information can frequently, but not always, be identified by use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events, conditions or results "will", "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotations thereof. All statements other than statements of historical fact may be forward-looking statements. Forward-looking statements contained in this news release include statements regarding the closing of the Private Placement (including receipt of all required regulatory approvals), the number of Common Shares sold pursuant to the Private Placement, the insider participation in the Private Placement, the use of proceeds from the Private Placement, the focus and objective of future work programs, the expected results or success of future exploration activities, and the growth strategy of the Company. Although the Company believes that the expectations reflected in such forward-looking statements and/or information are reasonable, undue reliance should not be placed on forward-looking statements since the Company can give no assurance that such expectations will prove to be correct. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements, including but not limited to risks related to: receipt of required regulatory approvals for, and the closing of, the Private Placement, insider participation in the Private Placement, Mineral Resources estimates, estimations of costs, and permitting time lines; ability to obtain surface rights and property interests; currency exchange rate fluctuations; requirements for additional capital; changes to government regulation of mining activities; environmental risks; unanticipated reclamation or remediation expenses; title disputes or claims; limitations on insurance coverage; and other risks, uncertainties and other factors identified in the Company's periodic filings with Canadian securities regulators. In addition, these statements involve assumptions made including that the current price of and demand for commodities will be sustained or will improve, that the general business and economic conditions will not change in a material adverse manner, that financing will be available if and when needed on reasonable terms and that the Company will not experience any material labour dispute, accident, or failure of plant or equipment. These factors are not, and should not be construed as being, exhaustive.

The forward-looking statements contained in this news release are made as at the date of this news release and the Company does not undertake any obligations to publicly update and/or revise any of the included forward-looking statements, whether as a result of additional information, future events and/or otherwise, except as may be required by applicable securities laws. Forward-looking information is provided for the purpose of providing information about management's current expectations and plans and allowing investors and others to get a better understanding of the Company's operating environment. Although the Company has attempted to identify important factors that would 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. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. All the forward-looking information contained in this document is qualified by these cautionary statements. Readers are cautioned not to place undue reliance on forward-looking information due to the inherent uncertainty thereof.