Happy Creek Announces a Private Placement Financing
Happy Creek Announces a Private Placement Financing
November 27, 2018
–
Vancouver, British Columbia
–
Happy Creek Minerals Ltd. (TSX
-
V:HPY, the
“
Company
”) announces it intends to carry out a non
-
brokered private placement
financing of up to $
8
00,
000 through the sale of up to
2,500,000
flow
-
through common shares
at a price of $0.2
0
per share for gross proceeds of up to $
500,000
and up to
2
,
0
00,000
common shares at a price of $0.
15
per shar
e for gross proceeds of up to $
300
,000
(the
“Offering
”).
The Offering is not subject to any minimum aggregate subscription.
In addition to other
prospectus exemptions
commonly relied on in private placements
, t
he
Offering will be available to existing shareholders of the Company who, as of the close of
business
on
November 27
th
201
8
, held common shares of the Company (and who continue
to hold such common shares as of the closing date), pursuant to the prospectus exemption
set out in BC Instrument 45
-
534
-
Exemption from prospectus requirement for certain trades
to existing security holders
and in similar instruments in other jurisdictions in Canada (the
“
Existing Shareholder Exemption
”). The Existing Shareholder Exemption limits a
shareholder to a maximum investment of CAD$15,000 in a 12
-
month period unless the
s
hareholder has obtained advice regarding the suitability of the investment and, if the
shareholder is resident in a jurisdiction of Canada, that advice has been obtained from a
person that is registered as an investment dealer in the jurisdiction. If the C
ompany receives
subscriptions from investors relying on the Existing Shareholder Exemption exceeding the
ma
ximum Offering, the Company may
adjust the subscriptions received on a pro
-
rata basis
.
The Company will also make the Offering available to certain subscribers pursuant to BC
Instrument 45
-
536
-
Exemption from prospectus requirement for certain distributions through
an investment dealer
(the “
Investment Dealer Exemption
”)
. In accordance with
the
requirements of the Investment Dealer Exemption, the Company confirms that there is no
material fact or material change about the Company that has not been generally disclosed.
In connection with the Offering,
the Company will pay a cash finder’s fee
to certain finders
equal to 7% of the gross proceeds raised and
issue
broker warrants
to certain finders
in a
quantity equal to
6
% of the aggregate number of
common shares
sold. Each broker warrant
will entitle the holder to purchase one common share of th
e Company at a price of $0.3
0
per
share, at any time
for a period of
two years
following the closing of the Offering.
The private placement
and finders fees are
subject to
TSX Venture Exchange acceptance.
The common shares will be subject to resale restri
ctions.
It is intended that
proceeds
of approximately $
500,000
from the private placement will be
used to conduct
mineral exploration work that qualifies as Flow Through Exploration
Expense under the
Income Tax Act
(Canada),
and the remaining $
300
,000
will
be used for
general working capital
and additional
exploration, engineering or development work
contemplated by the Company.
Exploration expenditure
s
will
be primarily focussed
on the
Company’s
Fox tungsten
and Highland Valley
copper
property.
On behalf of the
Board of Directors,
“David E Blann”
____________________
David E Blann, P.Eng.
President, CEO
FOR FURTHER
INFORMATION,
PLEASE CONTACT:
David Blann, President, CEO
Corporate Office:
Phone:604.662.8310
Email:
Website:
www.happycreekminerals.com
Neither the 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.