Happy Creek Announces Closing of Non-Brokered Private Placement
Happy Creek Announces Closing of Non-Brokered Private Placement
November 20, 2020, Vancouver, British Columbia – Happy Creek Minerals Ltd. (TSX-V: HPY)
(“Happy Creek” or the “Company”) is pleased to announce that the previously announced non-
brokered private placement (see the Company’s news releases dated October 28, 2020 and
October 30, 2020) (the “Private Placement”) has closed on a total of 2,777,743 non-flow through
units at a price of $0.09 per unit and 14,195,000 flow-through units at a price of $0.10 per flow-
through unit. Each Unit consists of one common share and one share purchase Warrant. Each
whole Warrant entitles the holder to purchase one common share of the Company at an exercise
price of twelve cents per share up to close of business on November 19, 2023.
In connection with the closing of the private placement, the Company paid the following finder’s
fees: Odlum Brown $4,733.33 in cash and 47,333 finders warrants, Canaccord Genuity
(Vancouver) $32,100.00 in cash and 321,000 finders warrants, Pollitt & Co. Inc. $3,900.00 in cash
and 39,000 finders warrants, PowerOne Capital Markets Limited $6,000.00 in cash and 60,000
finders warrants and 555,556 common shares and 555,556 finders warrants to Canaccord
Genuity (Toronto) as an advisory fee. Each br oker’s warrant is exercisable into one common
share of the Company at an exercise price of twelve cents per share up to close of business on
November 19, 2023.
The net proceeds of $1,495,000.00 from the sale of flow-through shares will be used to conduct
mineral exploration work that qualifies as Flow Through Exploration Expense under the Income
Tax Act (Canada), and the remaining $250,000 will be used for general working capital and
additional engineering, development and advanced permitting work contemplated by the
Company. Exploration expenditures will be primarily focused on the Company’s 100% owned,
198 square kilometre Fox tungsten property and the Highland Valley copper property.
All common shares issued under the Private Placement will be subject to a hold period expiring
on March 20, 2021, in accordance with applicable Canadian securities laws.
In connection with the Private Placement, the Company issued common shares to persons that
are directors or senior officers of the Company. The Company has determined that exemptions
from the various requirements of TSX Venture Exchange Policy 5.9 and Multilateral Instrument
61-101 (“MI 61-101”) are available for the issuance of the common shares to these related parties.
The Company relied on Section 5.5(c) of MI 61-101 for an exemption from the formal valuation
requirement on the basis that the transaction was a distribution of securities for cash, and Section
5.7(1)(b) of MI 61-101 for an exemption from the minority approval requirement as the fair market
value of the transaction was not more than $2,500,000.
On behalf of the Board of Directors,
“David E. Blann”
David E. Blann, P.Eng.
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
David Blann, President and Chief Executive Officer
Office: Phone: (604) 662-8310
Email: [email protected]
Walter Segsworth, Executive Chair
Email: [email protected]
Renmark Financial Communications Inc.
Melanie Barbeau: [email protected]
Tel: (416) 644-2020 or (212) 812-7680
www.renmarkfinancial.com
Neither the 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.
David Blann, P.Eng., Director, is a Q ualified Person as defined by National In strument 43-101 and is responsible for
the preparation and approval of t he technical information disclosed in the new s release. The reader is cautioned that
results or information from an adjacent property does not in fer or indicate similar results or information will or does
occur on the subject property. Historical information from the subject or adjacent property cannot not be relied upon as
the Company’s QP, a term which was created and defined under NI-43-101 has not prepared nor verified the historical
information.
This press release contains "forward-looking information" within the meaning of applicable securities laws, including
statements that address capital costs, recovery, grade, and timing of work or plans at the Company’s mineral projects.
Forward-looking information may be, but not always, identi fied by the use of words such as "seek", "anticipate",
“foresee”, "plan", "planned", "continue", "expect", “thought to”, "project", "predict", "potential", "tar geting", "intends",
"believe", “opportunity”, “further” and others, or which describes a goal or action, event or result such as "may", "should",
"could", "would", "might" or "will" be undertaken, occur or achieved. Statements also include those that address future
mineral production, reserve potential, potential size or scale of a miner alized zone, potential expansion of
mineralization, potential type(s) of mini ng, potential grades as well as to Happy Creek’s ability to fund ongoing
expenditure, or assumptions about future metal or mineral prices, currency exchange rates, metallurgical recoveries
and grades, favourable operating conditi ons, access, political stab ility, obtaining or renewal of existing or required
mineral titles, licenses and permits, labour stability, market conditions, availability of equipment, accuracy of any mineral
resources, anticipated costs and expenditures. Assumpti ons may be based on factors and events that are not within
the control of Happy Creek a nd there is no assurance they will prove to be correct. Such forward-looking information
involves known and unknown risks, which may cause the actual results to materially differ, and/or any future results
expressed or implied by such forward-looking informati on. Additional information on risks and uncertainties can be
found within Financial Statem ents, Prospectus and other materials f ound on the Company’s SEDAR profile at
www.sedar.com. Although Happy Creek has attempted to identify im portant factors that coul d cause actual actions,
events or results to differ materially from those described in forward-looking information, there can be no assurance
that such information will prove to be accurate as actual results and future events could differ materially from those
anticipated in such statements. H appy Creek withholds any obligation to update or revise any forward-looking
information, whether as a result of new information, future events or otherwise, unless required by law.