Toronto, Ontario, May 16, 2022 (GLOBE NEWSWIRE) — Pinehurst Capital II Inc. (TSXV: PINH.P) (the “society” or “pinehurst“) announces that further to its press release dated April 5, 2022, Halcones Precious Metals Inc. (“Halcones”) has entered into an amended engagement letter with Clarus Securities Inc. (the “Chief Officer”) on behalf of a syndicate of agents including iA Private Wealth Inc. and Haywood Securities Inc. in connection with a proposed private placement (the “Offer”) up to 20,000,000 Subscription Receipts (the “Subscription receipts”) of Halcones at a price per subscription receipt of $0.30 for aggregate gross proceeds of up to $6,000,000 (the “Modified engagement letter”).
The Offering is contemplated in connection with a proposed qualifying transaction between Pinehurst and Halcones pursuant to Policy 2.4 – Capital Pool Companies of the TSX Venture Exchange Corporate Finance Manual (the “Eligible transaction”) pursuant to a merger agreement dated January 25, 2022 (theMerger Agreement”).
Each Subscription Receipt will be automatically converted, without further consideration on the part of the Subscriber, upon satisfaction or waiver of all conditions precedent to the Qualifying Transaction and certain other ancillary conditions (the “Escrow Release Terms”) into one common share of Halcones and one-half common share purchase warrant of Halcones (each whole warrant being a “Mandate Halcones”). Each Halcones warrant will entitle the holder thereof to purchase one common share of Halcones at a price of $0.40 per share of Halcones common stock for a period of 24 months following the closing of the offering. Each common share of Halcones and each warrant of Halcones will be immediately exchanged for one common share of Pinehurst and one common share purchase of Pinehurst (each on a post-consolidation basis). Pursuant to the Merger Agreement, prior to the Qualifying Transaction, the shares of Pinehurst common stock will be consolidated on the basis of 0.3537735 shares of post-consolidation Pinehurst common stock for each share of pre-consolidation Pinehurst common stock (the “Consolidation”).
Pursuant to the Amended Engagement Letter, Agents will receive (i) a commission (“Agent’s fee”) equal to seven percent (7%) of the gross proceeds raised under the Offering; and (ii) issued brokerage warrants (“Brokerage vouchers”) equal in number to seven percent (7%) of the aggregate number of Subscription Receipts sold to Subscribers under the Offering. The Agent’s fee, Agent’s expenses and brokerage warrants will be payable upon the completion of the closing of the Offering.
The proceeds of the Offering will be used by the Company for exploration of the Carachapampa Project, for general corporate purposes and for working capital. The offering is expected to close on or about June 7, 2022 and is subject to certain conditions, including, but not limited to, receipt of all necessary corporate and regulatory approvals. The securities to be issued pursuant to this Offering will be offered under private placement exemptions in all provinces of Canada.
For more information, please contact:
Pinehurst Capital II Inc., CEO
Halcones Precious Metals Inc., Director
Phone. : 416-930-7660
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of applicable Canadian securities laws. All statements, other than statements of historical facts, are forward-looking statements and are based on expectations, estimates and projections as of the date of this press release. Any statement that involves discussions of predictions, expectations, beliefs, plans, projections, goals, assumptions, future events or performance (often, but not always, using expressions such as “expects to”, or “does not expect”, “is expected”, “plans” or “does not anticipate”, “plans”, “budget”, “expected”, “expects”, “estimates”, “believes “or intends” or variations of these words and phrases or indicating that certain actions, events or results “might” or “could”, “will”, “might” or “would” be expected 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 to, among other things: the Offer and certain terms and conditions thereof; the use of the proceeds of the Offering and corporate and regulatory approvals. Forward-looking statements are necessarily based on a number of estimates and assumptions which, while believed to be reasonable, are subject to known and unknown risks, uncertainties and other factors which may cause actual results and future events differ materially from those expressed or implied. by such forward-looking statements. These 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 undertakes no obligation to update forward-looking statements of beliefs, opinions, projections or other factors, should they change.
The TSXV has in no way passed on the merits of the proposed transaction and has neither approved nor disapproved of 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 referred to herein have not been, and will not be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States. or to, or on behalf of or for the benefit of absent U.S. Persons U.S. registration or an applicable exemption from U.S. registration requirements. This press release does not constitute an offer of securities for sale in the United States.