Happy Creek Closes Previously Announced Non-Brokered Private Placement
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Happy Creek Closes Previously Announced
Non-Brokered Private Placement
Not for distribution to United States Newswire Services or for dissemination in the United States
December 2, 2024, Vancouver, British Columbia – Happy Creek Minerals Ltd. (TSX-V: HPY)
(“Happy Creek” or the “Company”) is pleased to announce it has closed the non-brokered private
placement for total aggregate gross proceeds of $500,000 (the “Private Placement”).
As announced by the Company on August 20, 2024, the acceptance of a final tranche of the
Private Placement was dependent on the approval of a Personal Information Form (the “PIF”) by
the TSX Venture Exchange (the “TSX”) for one of the investors (the “Investor”) in the Private
Placement (the “Final Tranche”). The TSX has informed the Company that the Investor’s PIF has
been approved and Happy Creek is cleared to close the Final Tranche of the Private Placement.
In connection with closing the Final Tranche, Happy Creek issued 1,000,000 units (each, a “Unit”)
at a price of $0.05 per Unit for aggregate gross proceeds of $50,000. Each Unit consists of one
common share in the capital of the Company (each, a “Common Share”) and one non-transferable
Common Shares purchase warrant (each, a “Warrant”). Each Warrant is exercisable into one
Common Share at a price of $0.075 per Common Share for a period of 24 months from the date
of issue.
On September 19, 2024, Happy Creek announced the closing of the first tranche of the Private
Placement issuing 9,000,000 Units for total gross proceeds of $450,000 (the “First Tranche”).
With the closing of the Final Tranche, Happy Creek has issued a total 10,000,000 Units in the
Private Placement for total aggregate gross proceeds of $500,000.
The Company plans to use the proceeds of the Private Placement to complete exploration work
on its projects as well as for general corporate working capital purposes.
Directors, management and insiders purchased an aggregate 3,600,000 Units, representing
approximately 36.0% of the total number of Units sold in the Private Placement, with the
associated common shares representing approximately 2.44% of the then outstanding shares as
of the closing (and if the associated warrants are exercised, an aggregate of 7,200,0000 common
shares representing approximately 4.88% of the then outstanding shares as of the closing). The
purchase of such Units shall be considered to be a related-party transactions under Multilateral
Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”)
due to the participation of certain directors and officers of the Company, but shall be exempted
from the requirements to obtain a formal valuation and to obtain minority approval pursuant to
sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the purchase of securities shall not exceed 25% of
the Corporation’s market capitalization.
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Securities issued pursuant to the Private Placement will be subject to a statutory hold period of
four months from the date of closing.
No finders fees are payable in connection with the closing of the Final Tranche. In connection with
the First Tranche of the Private Placement the Company paid $14,700 and has issued 294,000
broker warrants having the same terms as the Warrants, in payment of finder fees.
On behalf of the Board of Directors,
“Jason Bahnsen”
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Jason Bahnsen
Email: [email protected]
About Happy Creek Minerals Ltd.
Happy Creek is focused on making new discoveries and building resources in proximity to
infrastructure on the Company’s 100-percent-owned portfolio of diversified metals projects in
British Columbia.
Projects include the high-grade Fox Tungsten deposit, the Silverboss molybdenum-copper-gold-
silver project adjacent to Glencore’s closed Boss Mountain molybdenum mine and the adjacent
Hen-Art-DL gold and silver project.
On November 7, 2024, Happy Creek announced the closing of the sale of the Highland Valley
Copper Project to Metal Energy Corp. (TSX:V MERG) (“Metal Energy”). Happy Creek holds 9.9%
of Metal Energy issued capital and up to a 2.5% Net Smelter Return royalty on the Highland Valley
mineral claims.
Happy Creek is committed to responsible mineral resource development. The Company’s priority
is to build and sustain mutually beneficial relationships with Indigenous Communities in the
territories in which the Company explores.
Additional information relating to Happy Creek Minerals Ltd. may be obtained or viewed on the
SEDAR+ website at www.sedarplus.ca or on the Company’s website at
www.happycreekminerals.com.
Forward Looking Statement
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.
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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, identified by the use of
words such as "seek", "anticipate", “foresee”, "plan", "planned", "continue", "expect", “thought to”, "project",
"predict", "potential", "targeting", "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 mineralized zone, potential expansion of mineralization, potential type(s) of
mining, 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 conditions, access, political stability, 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. Assumptions may be based on factors and
events that are not within the control of Happy Creek and 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 Statements, Prospectus and
other materials found on the Company’s SEDAR profile at www.sedarplus.ca. Although Happy Creek has
attempted to identify important factors that could 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. Happy 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.