Pinehurst Capital Ii Inc. and Halcones Precious Metals Inc. Announce Subscription Receipt Offering
61396063.4
PINEHURST CAPITAL II INC. AND HALCONES PRECIOUS METALS INC.
ANNOUNCE SUBSCRIPTION RECEIPT OFFERING
Toronto, Ontario, April 5, 2022 – Pinehurst Capital II Inc. (TSXV: PINH.P) (“Pinehurst”
or the “Company”) and Halcones Precious Metals Inc. (“Halcones”) are pleased to
announce that Halcones has entered into an engagement letter (the “Engagement
Letter”) with Clarus Securities Inc. (the “Lead Agent”) on behalf of a syndicate of agents
including iA Private Wealth Inc. and Haywood Securities Inc. (collectively with the Lead
Agent, the “Agents”) on a “best efforts” basis in connection with a proposed private
placement offering (the “Offering”) of up to 15,000,000 subscription receipts (the
“Subscription Receipts”) of Halcones at a price per Subscription Receipt of $0.40 for
aggregate gross proceeds of up to $6,000,000. The Offering is being contemplated in
connection with a proposed Qualifying Transaction between Pinehurst and Halcones in
accordance with Policy 2.4 – Capital Pool Companies of the Corporate Finance Manual
of the TSX Venture Exchange (the “ Qualifying Transaction ”) pursuant to an
amalgamation agreement dated January 25, 2022 (the “Amalgamation Agreement”).
Each Subscription Receipt will, without any further consideration on the part of the
subscriber, automatically convert on the satisfaction or waiver of all conditions precedent
to the Qualifying Transaction and certain other ancillary conditions (the “Escrow Release
Conditions”) into one common share of Halcones, which will be immediately exchanged
for one common share of Pinehurst (on a post-Consolidation basis). Pursuant to the
Amalgamation Agreement, prior to the Qualifying Transaction, Pinehurst common shares
shall be consolidated on the basis of 0.3537735 post-consolidation Pinehurst common
shares for each one pre-consolidation Pinehurst common share (the “Consolidation”).
Pursuant to the Engagement Letter, the Agents shall be (i) paid a commission (“Agent’s
Commission”) equal to seven percent (7%) of the gross proceeds raised under the
Offering; and (ii) issued broker warrants (“Broker Warrants”) equal in number to seven
percent (7%) of the total number of Subscription Receipts sold to subscribers in the
Offering. The Agent’s Commission, any Agent’s expenses and Broker Warrants shall be
payable upon satisfaction of the closing of the Offering.
The proceeds of the Offering will be used by the Company for exploration of the
Carachapampa project, general corporate and working capital purposes. The Offering is
scheduled to close on or about April 28, 2022, and is subject to certain conditions
including, but not limited to, the receipt of all necessary corporate and regulatory
approvals. The securities to be issued under this Offering will be offered by way of private
placement exemptions in all the provinces of Canada.
For more information, please contact:
From Halcones Precious Metals Inc.
Lawrence Guy, Director
p:416-930-7660
From Pinehurst Capital II Inc.
David Rosenkrantz, Chief Executive Officer
p:(416) 865-0123
- 2 -
61396063.4
Cautionary Notes
This press release contains “forward-looking information” and “forward-looking
statements” (collectively, “forward-looking statements”) within the meaning of applicable
Canadian securities 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 predictions, 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 Offering and certain terms and conditions thereof; the
use of proceeds from the 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 uncertainties; 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 beliefs,
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 Services 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 for sale of securities in the United States.