Havilah Announces Closing of Non-Brokered Private Placement
Havilah Announces Closing of Non-Brokered Private Placement
Toronto, Ontario, September 19, 2018 - Havilah Mining Corporation (“Havilah” or the "Company" -
TSXV: HMC) is pleased to announce that it has closed its previously announced non-brokered private
placement offering for aggregate proceeds of $960,300 (the "Offering"). The Company's senior
management and members of the board of directors (the "Board") purchased approximately 80% of the
Offering and the balance was purchased by existing partners who have a working relationship with the
Company.
The Offering consists of: (i) 655,000 units ("Units") of the Company, with each Unit comprised of one
common share of the Company ("Common Share") and one-half of one Common Share purchase warrant
(each whole Common Share purchase warrant, a "Warrant"), at a price of $0.36 per Unit, and (ii)
1,725,000 units ("FT Units") of the Company, with each FT Unit comprised of one Common Share issued
on a flow-through basis (within the meaning of the Income Tax Act (Canada), as amended), and one- half
of one Warrant, at a price of $0.42 per FT Unit. Each Warrant will entitle the holder thereof to purchase
one additional Common Share at a price of $0.50 per Common Share for a period of 36 months following
the closing of the Offering. The price was determined with reference to the volume weighted average
("VWAP") of the Company's shares on the TSX Venture Exchange ("TSXV") for the five trading days
ending August 3, 2018 where 7,377,138 shares, over 25% of the shares outstanding, traded with a
VWAP of $0.36.
The proceeds of the Offering will be used to fund exploration activities at the Company's Canadian
mineral projects in Manitoba.
Certain insiders of the Company (within the meaning of the rules and policies of the TSXV) have
purchased Units and/or FT Units under the Offering. The Offering therefore constitutes a "related-party
transaction" to the extent of such insiders' participation within the meaning of TSXV Policy 5.9 and
Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-
101"). The Company intends to rely on exemptions from the formal valuation and minority security holder
approval requirements of the related-party rules set out in sections 5.5(a) and 5.7(a) of MI 61-101 as the
fair market value of the subject matter of the Offering does not exceed 25% of the market capitalization of
the Company. The Company did not file a material change report more than 21 days before the closing of
the Offering as the details of the Offering and the participation therein by each "related party" of the
Company were not settled until shortly prior to the closing of the Offering, and the Company wished to
close the Offering on an expedited basis for sound business reasons.
The Common Shares and Warrants that comprise the Units and FT Units (as well as any Common
Shares issued upon exercise of the Warrants) will be subject to hold period of four months from and after
the closing of the Offering expiring January 20, 2019 under applicable securities legislation and the rules
and policies of the TSXV. The Offering remains subject to final acceptance by the TSXV. The securities
offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not
be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements. This press release shall not constitute an offer to sell or the solicitation
of an offer to buy nor shall there be any sale of the securities in any State in which such offer,
solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD OF DIRECTORS
Blair Schultz
Chairman and Interim President and Chief Executive Officer
For more information, please contact:
Shaun Heinrichs, CPA
Interim Chief Financial Officer
(604) 674-1293
www.havilahmining.com
Cautionary Statement Regarding Forward Looking Information:
This press release may contain forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is
expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate",
or "believes", or describes a "goal", or variation of such words and phrases or state that certain actions,
events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. This press
release may contain forward-looking statements. Often, but not always, forward-looking statements can
be identified by the use of words such as "plans", "expects", or "does not expect", "is expected", "budget",
"scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or
describes a "goal", or variation of such words and phrases or state that certain actions, events or results
"may", "could", "would", "might" or "will" be taken, occur or be achieved.
All forward-looking statements reflect the Company's beliefs and assumptions based on information
available at the time the statements were made. Actual results or events may differ from those predicted
in these forward-looking statements. All of the Company's forward-looking statements are qualified by the
assumptions that are stated or inherent in such forward-looking statements, including the assumptions
listed below. Although the Company believes that these assumptions are reasonable, this list is not
exhaustive of factors that may affect any of the forward-looking statements.
Forward-looking statements involve known and unknown risks, future events, conditions, uncertainties
and other factors which may cause the actual results, performance or achievements to be materially
different from any future results, prediction, projection, forecast, performance or achievements expressed
or implied by the forward-looking statements. All statements that address expectations or projections
about the future, including but not limited to, statements about the proposed Offering and use of proceeds
therefrom, reliance on exemptions from requirements of MI 61-101 and Policy 5.9 of the TSXV from the
minority shareholder approval and valuation requirements for each related party transaction and
contemplated approvals of the TSXV, are forward-looking statements. Although Havilah has attempted to
identify important factors that could cause actual actions, events or results to differ materially from those
described in forward-looking statements, there may be other factors that cause actions, events or results
not to be as anticipated, estimated or intended. There can be no assurance that forward- looking
statements will prove to be accurate, as actual results and future events could differ materially from those
anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking
statements.
The Company disclaims any intention or obligation to update or revise any forward -looking statements
whether as a result of new information, future events, or otherwise, except in accordance with applicabl e
securities laws.
Neither the TSXV nor its Regulatory Services Provider (as that term is defined in the policies of the TSXV)
accepts responsibility for the adequacy or accuracy of this news release.
SOURCE Havilah Mining Corporation