Happy Creek Announces Increase to Private Placement Financing
Happy Creek Announces Increase to Private Placement Financing
October 30, 2020, Vancouver, British Columbia – Happy Creek Minerals Ltd. (TSX-V: HPY)
(“Happy Creek” or the “Company”) announces that further to the Company’s news release dated
October 28, 2020, the Company has increased the size of the proposed non-brokered private
placement from $1,250,000 to up to $1,650,000 through the sale of up to 14,000,000 flow-through
units at a price of $0.10 per unit and up to 2,777,778 non-flow-through units at a price of $0.09
per unit (the “Offering”). Each unit will consist of one common share and one share purchase
warrant. Each whole warrant will entitle the holder to purchase one common share of the
Company for a period of three years after closing at an exercise price of twelve cents. The
Offering is not subject to any minimum aggregate subscription.
In addition to other prospectus exemptions commonly relied on in private placements, the Offering
will be available to existing shareholders of the Company who, as of the close of business on
October 27, 2020, 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 shareholder 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 Company receives subscriptions from investors relying on the Existing
Shareholder Exemption exceeding the maximum Offering, the Company may adjust the
subscriptions received on a pro-rata basis.
The Company will also make the Offering avail able 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 6% 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 the Company at the same price as the offering warrants at any
time for a period of three years following the closing of the Offering. The Company confirms the
appointment of Canaccord Genuity Corp. as fi nancial advisor and investment banker to the
Company in connection with the Offering.
All common shares issued under the Offering will be subject to a four-month hold period in
accordance with applicable Canadian securities laws. Closing of the Offering is subject to receipt
of all necessary regulatory approvals, including those of the TSX Venture Exchange, and certain
other customary closing conditions, including, but not limited to, execution of the subscription
agreements between the Company and the subscribers. The Offering is expected to close in mid
November.
It is intended that proceeds of approximately $1,400,000 from the flow through portion of the
Offering 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.
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 def ined 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 information. 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.