Pinehurst Capital II And Halcones Precious Metals Announce Closing of Subscription Receipt Offering
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Pinehurst Capital II And Halcones Precious Metals Announce Closing of Subscription Receipt
Offering
Toronto, Ontario — June 24, 202 2 – Halcones Precious Metals Inc. (“ Halcones”) and Pinehurst
Capital II Inc. (TSXV: PINH.P) (" Pinehurst") are pleased to ann ounce that Halcones has closed its
previously-announced brokered private placement (the " Subscription Receipt O ffering") of
subscription receipts (the " Subscription Receipts "). Under the Subscription Receipt Offering,
Halcones issued an aggregat e of 11,462 ,200 Subscription Receipts at a price of $0. 30 per
Subscription Receipt (the " Issue Price") for gross proceeds of $3,438,660 . The Subscription Receipt
Offering was completed pursuant to an agency agreement (the " Agency Agreement") dated June 24,
2022 among Halcones, Pinehurst, Clarus Securities Inc. (the " Lead Agent"), iA Private Wealth Inc.
and Haywood Securities Inc . (collectively with the Lead Agent, the " Agents"). The Subscription
Receipts are governed by the terms of a subscription receipt agreement da ted June 24 , 2022 and
among Halcones, the Lead Agent and Computershare Trust Company of Canada (“Computershare”)
(the “Subscription Receipt Agreement”).
As previously announced, on January 25 , 2022, Halcones and Pinehurst entered into an
amalgamation agreement, as amended on May 20, 2022 (the "Amalgamation Agreement ") setting
out the terms of the reverse take -over of Pinehurst by the shareholders of Halcones by way of a
three-cornered amalgamation with a wholly -owned subsidiary of Pinehurst incorporated und er the
laws of the Province of Ontario (the "RTO"). Pinehurst, as the resulting issuer following the completion
of the RTO (the " Resulting Issuer "), will continue the business of Halcones under the name
"Pinehurst Precious Metals Corp." or such other name as determined by Halcones.
The gross proceeds from the sale of the Subscription Receipts, less the cash portion of the Agents'
commission and Agents' expenses, are being held in escrow by Computershare in accordance with
the Subscription Receipt Agreement and will be released to Halcones upon satisfaction and/or waiver
of certain escrow release conditions (the " Escrow Release Conditions "), including completion of all
conditions precedent to the RTO. If the Escrow Release Conditions are satisfied or waived on or
before December 24, 2022 (subject to extension pursuant to the terms of the Subscription Receipt
Agreement), the escrowed proceeds from the Subscription Receipt Offering will be released to
Halcones. If the Escrow Release Conditions are not satisfied or waived by that date or the
Amalgamation Agreement is terminated or Halcones announces to the public by way of press release,
or advises the Lead Agent and Computershare in writing, that it does not intend to satisfy the Escrow
Release Conditions in acc ordance with the Subscription Receipt Agreement, the gross proceeds
and pro rata entitlement to interest earned on the escrowed proceeds will be paid to the holders of the
Subscription Receipts. The Resulting Issuer intends to use the net proceeds from the Subscription
Receipt Offering for (i) exploration of the Carachapampa project and (ii) general corporate and
working capital purposes.
Each Subscription Receipt will, without any further consideration on the part of the subscriber,
automatically convert o n the satisfaction or waiver of the Escrow Release Conditions into one
Halcones Common Share and one-half of one Halcones Warrant. Each Halcones Warrant will entitle
the holder to purchase one Halcones Common Share at a price of $0.40 per Halcones Common
Share for a period of 24 months following the closing of the Subscription Receipt Offering. Each
Halcones Common S hare and each Halcones Warrant will be immediately exchanged for one
common share of Pinehurst and one common share purchase warrant of Pineh urst (each on a post -
Consolidation basis). Pursuant to the Amalgamation Agreement, prior to completing the RTO ,
Pinehurst common shares shall be consolidated on the basis of 0. 4716981 post-consolidation
Pinehurst common shares for each one pre -consolidation Pinehurst common share (the
“Consolidation”).
In connection with the Subscription Receipt Offering, Halcones paid the Agents a commission
satisfied by an aggregate cash payment of $245,706.20. As additional consideration, Halcones issued
802,354 broker warrants to the Agents, each entitling the Agents to purchase one Halcones Common
Share (and subsequently one Resulting Issuer common share) at the Issue Price for a period of 24
months following the date of issuance of the Release Notice (as defined in the Agency Agreement).
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For further information, please contact:
David Rosenkrantz
Pinehurst Capital II Inc., CEO
p: 416-865-0123]
Lawrence Guy
Halcones Precious Metals Inc., Director
p: 416-930-7660
Cautionary Notes
This press release contains “forward -looking information” and “forward -looking statements”
(collectively, “forward -looking statements”) within the meaning of applicable Canadian securitie s
legislation. All statements, other than statements of historical fact, are forward -looking statements and
are based on expectations, estimates and projections as at the date of this press release. Any
statement that involves discussions with respect to p redictions, expectations, beliefs, plans,
projections, objectives, assumptions, future events or performance (often but not always using
phrases such as “expects”, or “does not expect”, “is expected” “anticipates” or “does not anticipate”,
“plans”, “budget ”, “scheduled”, “forecasts”, “estimates”, “believes” or intends” or variations of such
words and phrases or stating that certain actions, events or results “may” or “could, “would”, “might” or
“will” be taken to occur or be achieved) are not statements of historical fact and may be forward -
looking statements. In this press release, forward -looking statements relate, among other things,
to: the Subscription Receipt Offering and certain terms and conditions thereof; the use of proceeds
from the Subscription R eceipt Offering, and corporate and regulatory approvals. Forward -looking
statements are necessarily based upon a number of estimates and assumptions that, while
considered reasonable, are subject to known and unknown risks, uncertainties, and other factors that
may cause the actual results and future events to differ materially from those expressed or implied by
such forward -looking statements. Such factors include, but are not limited to: general business,
economic, competitive, political and social uncert ainties; and the delay or failure to receive
shareholder, director or regulatory approvals. There can be no assurance that such statements will
prove to be accurate, as actual results and future events could differ materially from those anticipated
in such statements. Accordingly, readers should not place undue reliance on the forward -looking
statements and information contained in this press release. Except as required by
law, Halcones assumes no obligation to update the forward -looking statements of belie fs, opinions,
projections, or other factors, should they change.
The TSXV has in no way passed upon the merits of the proposed transaction and has neither
approved nor disapproved the contents of this press release. Neither the TSXV nor its
Regulation Serv ices Provider (as that term is defined in the policies of the TSXV) accepts
responsibility for the adequacy or accuracy of this release.
The securities referenced herein have not been, nor will be, registered under the United States
Securities Act of 1933, as amended, and may not be offered or sold within the United States or
to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable
exemption from U.S. registration requirements. This release does not constitute an offer fo r
sale of securities in the United States.