Huntington Announces C$5,000,000 Best Effort Private Placement
Not for distribution in the United States or through US newswire services.
Huntington Announces C$5,000,000 Best Effort Private Placement
May 21, 2021, Calgary, Alberta, – Huntington Exploration Inc. (TSX.V–HEI) (“Huntington" or the
“Company”) is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp.
and Sprott Capital Partners, to act as co-lead agents, on behalf of a syndicate of agents including
Cormark Securities Inc. (collectively, the “Agents”) for a marketed private placement of units (“HD Units”)
at a price of C$0.28 per HD Unit (“HD Offering Price”) and flow-through units (“FT Units”) at a price of
C$0.35 per FT Unit (“FT Offering Price”), for total gross proceeds of C$5,000,000 (“Offering”). Each FT
Unit shall consist of one common share of the Company and one-half of one transferable common share
purchase warrant (each whole common share purchase warrant, a " Warrant"), each of which will not
qualify as a "flow-through share" (within the meaning of subsectio n 66(15) of the Income Tax Act
(Canada) (the “Tax Act”). Each HD Unit shall consist of one common share of the Company and one -
half Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company
at an exercise price of C$0.40 for a period of 2 years following the closing of the Offering.
Closing is expected on or about June 10, 2021 and is subject to the approval of the TSX Venture
Exchange (the “Exchange”) and other necessary regulatory approvals.
The proceeds raised from the sale of FT Shares will be used to incur “Canadian exploration expenses”
that are “flow-through mining expenditures” (as such terms are defined in the Tax Act) on the Company’s
flagship properties in Ontario, Canada prior to December 31, 2022 (or such other period as may be
permissible under applicable tax legislation), and to renounce all such expenditures in favour of the
subscribers of the FT Units effective December 31, 2021. The proceeds raised from the sale of HD Units
will be used for general working capital purposes and for exploration on the Company’s other Ontario
properties.
The Company intends to complete a contemporaneous non -brokered private placement on the same
terms of the FT Units at the FT Offering Price for aggregate gross proceeds of C$2,500,000. Closing of
the Offering is not contingent on the closing of the non-brokered private placement.
Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all
necessary approvals, including the approval of the Exchange and applicable securities regulatory
authorities. All securities issued and issuable pursuant to the Offering will be subject to a hold period of
four months and one day after the date of issuance. In connection with the Offer ing, the Company may
pay commissions to eligible persons in accordance with the policies of the Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell of 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 U.S. Persons unless registered u nder the U.S.
Securities Act and applicable state securities laws or an exemption from such registration is available.
About Huntington
Huntington is dedicated to the application of good geoscience in an environmentally responsible manner.
We practice the policies and procedures of the E3 Program developed by the Prospectors and
Developers Association of Canada. We are planning our 2021 exploration program on our Quartz Lake
Project.
Huntington’s Quartz Lake Project claims previously referred to as the Birch-Uchi Project, cover 11,280
hectares in 6 separate claim blocks in the Birch-Uchi region east of Red Lake. Field work will commence
with a detailed gold in till and geochemical sampling program following on the recent successful
application of the Geological Survey of Canada and Teck protocol, by Prosper Gold on their contiguous
Golden Sidewalk Project property.
The Prosper exploration work has successfully demonstrated the potential of the ‘Red Lake – Dixie’
exploration model to be applicable in this area. Regionally, gold mineralization has been found follow a
formational magnetic signature that parallels the reg ional Balmer – Narrow Lake Assemblage
(Confederation Group) unconformity. Prosper Gold has announced the recovery of a significant numbers
of pristine (rough and angular) gold grains recovered from systematic till samples and are currently in the
midst of a 10,000 m drill program.
The formational magnetic feature and the projected unconformity highlighted by Prosper trends onto
Huntington’s Key-Hole Claims, where a till sampling program will commence as soon as field conditions
permit.
ON BEHALF OF THE BOARD OF HUNTINGTON EXPLORATION
“Bryan Wilson”
President & CEO
416-543-9945
Note: Website development is ongoing with expected release in late Q2 2021
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defin ed in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Forward-Looking Information: This news release contains “forward-looking information” within the meaning of
applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are
forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking
terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “budgets”, “scheduled”,
“estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and
phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or
might occur or be achieved. In particular, this news release contains forward-looking information regarding: the use of
proceeds of the Offering, the closing of the Offering, tax treatment of the FT Units an d renunciation of the
expenditures to the FT Unit Purchasers. There can be no assurance that such forward-looking information will prove
to be accurate, and actual results and future events could differ materially from those anticipated in such forward -
looking information. This forward-looking information reflects Huntington’s current beliefs and is based on information
currently available to Huntington and on assumptions Huntington believes are reasonable. These assumptions
include, but are not limited to: TSXV acceptance of the Offering; market acceptance and approvals, including TSXV
acceptance; and the anticipated closing date for the Offering. Forward-looking information is subject to known and
unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or
achievements of Huntington to be materially different from those expressed or implied by such forward -looking
information. Such risks and other factors may include, but are not limited to: general business, economic, competitive,
political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to
receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation,
including environmental legislation, affecting Huntington; the timing and availability of external financing on
acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional
assumptions used to develop such forward-looking information and a description of additional risk factors that may
cause actual results to differ materially from forward- looking information can be found in Huntington’s disclosure
documents on the SEDAR website at www.sedar.com. Although Huntington has attempted to identify important
factors that could 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. Readers are cautioned that
the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward -
looking information as there can be no assurance that the plans, intentions or expectations up on which they are
placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary
statement. The forward-looking information contained in this news release represents the expectations of Huntington
as of the date of this news release and, accordingly, is subject to change after such date. However, Huntington
expressly disclaims any intention or obligation to update or revise any forward -looking information, whether as a
result of new information, future events or otherwise, except as expressly required by applicable securities law.