Happy Creek Minerals Ltd. Announces a Private Placement Financing
Happy Creek Minerals Ltd. Announces a Private Placement Financing
January 18, 2023, Vancouver, British Columbia – Happy Creek Minerals Ltd. (TSX-V: HPY)
(“Happy Creek” or the “Company”) announces the intention to raise up to C$400,000 by way of a
non-brokered private placement of up to 8,000,000 units at a price of C$0.05 per unit (the “Private
Placement”). Each unit is comprised of one common share and one-half of a share purchase
warrant. Each full warrant is exercisable into one common share of the Company at an exercise
price of $0.10 per share for a period of two years from the date of issuance.
The proceeds of the Private Placement will primarily be used to fund the Company’s ongoing
exploration programs and for general working capital.
All common shares issued under the Private Placement will be subject to a four-month plus one
day hold period in accordance with applicable Canadian securities laws. Closing of the Private
Placement 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
Private Placement is expected to close early Febr uary. The Private Placement is not subject to
any minimum aggregate subscription.
In addition to other prospectus exemptions commonly relied on in private placements, the Private
Placement will be available to existing shareholders of the Company who, as of the close of
business on January 18, 2023, 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 Private Placement, the Company may adjust
the subscriptions received on a pro-rata basis.
The Company will also make the Private Placement 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 Private Placement, the Company will pay a cash finder’s fee to certain
finders equal to 6% of the gross proceeds raised and issue one-half of a broker warrant to certain
finders in a quantity equal to 6% of the aggregate number of common shares sold. Each full broker
warrant will entitle the holder to purchase one common share of the Company at a price of $0.10
for a period of two years following the date of issuance.
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 metal projects in
British Columbia. The Company’s Management, Board of Directors and Technical Advisors have
extensive expertise and experience in the mineral resource sector and capital markets.
More information on the Company’s projects can be found on the website at
www.happycreekminerals.com.
The Company operates with the principles and guidelines set out for COVID-19 that are
established by provincial health and safety authorities to protect workers and the communities in
which the Company operates.
On behalf of the Board of Directors,
“Peter Hughes”
President and Chief Executive Officer
FOR FURTHER INFORMATION, PLEASE CONTACT:
Peter Hughes, President and Chief Executive Officer
Phone: (604) 802-7372
Email: [email protected]
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.
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.