Closes Brokered Offering of Subscription Receipts
1254688 B.C. Ltd.
Closes Brokered Offering of Subscription Receipts
Vancouver, British Columbia (February 18, 2021) - Buckhaven Capital Corp. (TSXV: BKH.P)
(“Buckhaven”) is pleased to announce that further to its news release of February 12, 2021, 1254688 B.C.
Ltd. ( “125”) has closed a brokered private placement of 13,657,000 subscription receipts ( the
“Subscription Receipts”) at a price of $1.00 per Subscription Receipt for gross proceeds of $13,657,000
(the “Financing”). Sprott Capital Partners L.P. (“Sprott” or the “Agent”) acted as the agent in connection
with the Financing. The Financing was completed in connection with Buckhaven ’s proposed “Qualifying
Transaction” (previously announced on August 18, 2020, November 3, 2020 and February 12, 2021) with
125 (the “Transaction”) pursuant to the policies of the TSX Venture Exchange (the “Exchange”).
Each Subscription Receipt shall automatically convert to one common share of 125 (each, an “Underlying
Share”), upon the delivery by the Corporation and Sprott to Capital Transfer Agency ULC (the “Escrow
Agent”) of a release notice signed by each of 125 an d Sprott (the “Release Notice ”) confirming the
satisfaction of certain conditions (collectively, the “Escrow Release Conditions ”), which will include,
among other things, that all conditions precedent to the closing of the Transaction have been satisfied o r
waived including the receipt of all necessary regulatory approvals.
The gross proceeds from the Financing less 50% of Sprott’s commission and all of its expenses were placed
into escrow with the Escrow Agent.
In the event that the Escrow Agent does not receive the Release Notice prior to 5:00 pm. (Toronto time) on
March 30, 2021 (the “Release Deadline”), or if prior to such time, 125 advises Sprott or announces to the
public that it does not intend to satisfy t he Escrow Release Conditions, the Subscription Receipts shall be
null and void and the Escrow Agent will disburse the escrowed funds together with interest to the
subscribers and 125 will make up any shortfall between the amount of the escrowed funds and the original
subscription price.
If the Escrow Release Conditions are satisfied on or before the Release Deadline, the escrowed funds will
be released to 125 less the other one -half of the Agent ’s commission . Following release to 125 , it is
anticipated that the net proceeds of the Financing will be used for operational, exploration and generative
activities on the San Bartolome silver operation and for general corporate purposes.
Upon the satisfaction of the Escrow Release Conditions and following a consolid ation of Buckhaven ’s
outstanding common shares on a 1.5 -for-1 basis ( “Consolidation”), each Underlying Share will be
exchanged for one post-Consolidation common share of Buckhaven (“Common Share”). Upon completion
of the Transaction, all Common Shares will be freely tradeable, subject to any escrow restrictions, which
may be imposed by the Exchange.
Additional Information
All information contained in this press release with respect to Buckhaven and 125 was supplied by the
respective parties, for inclusion herein, and each party and its directors and officers have relied on the other
party for any information concerning the other party.
Additional terms of the Transaction were previously disclosed in the press releases of Buckhaven and 125
dated August 18, 2020 , November 3, 2020 , and February 12, 2021 and are available on Buckhaven ’s
SEDAR profile at wwww.sedar.com.
For further information:
Buckhaven Capital Corp.
4832-6809-4940, v. 1
Bob Buchan, Director
(416) 274 -7333
1254688 BC Ltd.
Fraser Buchan, Director
(416) 473-4099
Reader Advisory – Cautionary Statements
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange
acceptance and if applicable pursuant to Exchange requirements, 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.
The TSX Venture Exchange Inc. 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 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.
This press release may contain forward-looking information, such as statements regarding the completion
of the Transaction, the satisfaction of the Escrow Release Conditions and the conditions to closing, the use
of the proceeds from the Financing, and future pla ns and objectives of Buckhaven. There can be no
assurance that such statements will prove to be accurate and actual results, and future events could differ
materially from those anticipated in such statements. Important factors that could cause actual resu lts to
differ materially from Buckhaven’s expectations include the failure to satisfy the conditions to completion
of the Transaction set forth above and other risks detailed from time to time in the filings made by
Buckhaven pursuant to applicable Canadian securities laws.
The reader is cautioned that assumptions used in the preparation of any forward-looking statements herein
may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those
predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of
which are beyond the control of Buckhaven. As a result, Buckhaven cannot guarantee that the Transaction
will be completed on the terms and within the time disclosed herein or at all. The reader is cautioned not to
place undue reliance on any forward -looking information. Such information, although considered
reasonable by management at the time of preparation, may prove to be incorrect, and actual re sults may
differ materially from those anticipated. Forward -looking statements contained in this news release are
expressly qualified by this cautionary statement. The forward -looking statements contained in this news
release are made as of the date of this news release and Buckhaven will update or revise publicly any of the
included forward-looking statements as expressly required by Canadian securities law.
/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY 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, OR FOR
THE ACCOUNT OR BENEFIT OF, U.S. PERSONS UNLESS REGISTERED UNDER THE U.S.
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN EX EMPTION FROM
SUCH REGISTRATION IS AVAILABLE. “UNITED STATES ” AND “U.S. PERSON ” ARE AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT.