Huntington Upsizes Previously Announced Brokered Private Placement to C$6,000,000
Not for distribution in the United States or through US newswire services.
Huntington Upsizes Previously Announced Brokered Private
Placement to C$6,000,000
May 25, 2021, Calgary, Alberta, – Huntington Exploration Inc. (TSX.V–HEI) (“ Huntington" or the
“Company”) is pleased to announce that it has amended its 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”) to increase the size of its previously announced
private placement of units to $6 million (up from $5 million)(the “Revised Offering”). The Revised Offering
will be comprised of units (“ HD Units”) to be sold at a price of C$0.28 per HD Unit and flow-through units
(“FT Units”) to be sold at a price of C$0.35 per FT Unit (“ FT Offering Price”).
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 subsection 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 also intends to complete the previously announced 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.
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 under 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 regional 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 defined 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 and the non-brokered private placement, tax treatment of the FT
Units and 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 upon
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.