/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWSWIRE
SERVICES./
CALGARY, AB, May 21, 2021 /CNW/ - Huntington Exploration
Inc. (TSXV: HEI) ("Huntington" or the "Company")
is pleased to announce that it has entered into an agreement with
Canaccord Genuity Corp. and Sprott Capital Partners, to act as
co-lead agents, on behalf of a syndicate of agents including
Cormark Securities Inc. (collectively, the "Agents") for a
marketed private placement of units ("HD Units") at a price
of C$0.28 per HD Unit ("HD
Offering Price") and flow-through units ("FT Units") at
a price of C$0.35 per FT Unit ("FT
Offering Price"), for total gross proceeds of C$5,000,000 ("Offering"). Each FT Unit
shall consist of one common share of the Company and one-half of
one transferable common share purchase warrant (each whole common
share purchase warrant, a "Warrant"), each of which will not
qualify as a "flow-through share" (within the meaning of subsection
66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each HD Unit
shall consist of one common share of the Company and one-half
Warrant. Each Warrant will entitle the holder thereof to purchase
one common share of the Company at an exercise price of
C$0.40 for a period of 2 years
following the closing of the Offering.
Closing is expected on or about June 10,
2021 and is subject to the approval of the TSX Venture
Exchange (the "Exchange") and other necessary regulatory
approvals.
The proceeds raised from the sale of FT Shares will be used to
incur "Canadian exploration expenses" that are "flow-through mining
expenditures" (as such terms are defined in the Tax Act) on the
Company's flagship properties in Ontario,
Canada prior to December 31,
2022 (or such other period as may be permissible under
applicable tax legislation), and to renounce all such expenditures
in favour of the subscribers of the FT Units effective December 31, 2021. The proceeds raised from
the sale of HD Units will be used for general working capital
purposes and for exploration on the Company's other Ontario properties.
The Company intends to complete a contemporaneous non-brokered
private placement on the same terms of the FT Units at the FT
Offering Price for aggregate gross proceeds of C$2,500,000. Closing of the Offering is not
contingent on the closing of the non-brokered private
placement.
Completion of the Offering is subject to certain conditions
including, but not limited to, the receipt of all necessary
approvals, including the approval of the Exchange and applicable
securities regulatory authorities. All securities issued and
issuable pursuant to the Offering will be subject to a hold period
of four months and one day after the date of issuance. In
connection with the Offering, the Company may pay commissions to
eligible persons in accordance with the policies of the
Exchange.
This news release does not constitute an offer to sell or a
solicitation of an offer to sell of any of the securities in
the United States. The securities
have not been and will not be registered under the United States
Securities Act of 1933, as amended (the "U.S. Securities Act") or
any state securities laws and may not be offered or sold within
the United States or to U.S.
Persons unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such
registration is available.
About Huntington
Huntington is dedicated to the application of good geoscience in
an environmentally responsible manner. We practice the policies and
procedures of the E3 Program developed by the Prospectors and
Developers Association of Canada.
We are planning our 2021 exploration program on our Quartz Lake
Project.
Huntington's Quartz Lake Project claims previously referred to
as the Birch-Uchi Project, cover 11,280 hectares in 6 separate
claim blocks in the Birch-Uchi region east of Red Lake. Field work will commence with a detailed gold
in till and geochemical sampling program following on the recent
successful application of the Geological Survey of Canada and Teck protocol, by Prosper Gold on their contiguous Golden Sidewalk
Project property.
The Prosper exploration work has successfully demonstrated the
potential of the 'Red Lake –
Dixie' exploration model to be applicable in this area. Regionally,
gold mineralization has been found follow a formational magnetic
signature that parallels the regional Balmer – Narrow Lake
Assemblage (Confederation Group) unconformity. Prosper Gold has announced the recovery of a
significant numbers of pristine (rough and angular) gold grains
recovered from systematic till samples and are currently in the
midst of a 10,000 m drill
program.
The formational magnetic feature and the projected unconformity
highlighted by Prosper trends onto Huntington's Key-Hole Claims,
where a till sampling program will commence as soon as field
conditions permit.
ON BEHALF OF THE BOARD OF HUNTINGTON EXPLORATION
"Bryan Wilson"
President & CEO
416-543-9945
huntington@helioscorp.ca
Note: Website development is ongoing with expected release in
late Q2 2021
Neither 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.
Forward-Looking Information: This news release
contains "forward-looking information" within the meaning of
applicable Canadian securities legislation. All statements, other
than statements of historical fact, included herein are
forward-looking information. Generally, forward-looking information
may be identified by the use of forward-looking terminology such as
"plans", " expects" or "does not expect", "proposed", "is
expected", "budgets", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases, or by the use of words or
phrases which state that certain actions, events or results may,
could, would, or might occur or be achieved. In particular, this
news release contains forward-looking information regarding: the
use of proceeds of the Offering, the closing of the Offering, tax
treatment of the FT Units and renunciation of the expenditures to
the FT Unit Purchasers. There can be no assurance that such
forward-looking information will prove to be accurate, and actual
results and future events could differ materially from those
anticipated in such forward-looking information. This
forward-looking information reflects Huntington's current beliefs
and is based on information currently available to Huntington and
on assumptions Huntington believes are reasonable. These
assumptions include, but are not limited to: TSXV acceptance of the
Offering; market acceptance and approvals, including TSXV
acceptance; and the anticipated closing date for the Offering.
Forward-looking information is subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of Huntington to be
materially different from those expressed or implied by such
forward-looking information. Such risks and other factors may
include, but are not limited to: general business, economic,
competitive, political and social uncertainties; general capital
market conditions and market prices for securities; delay or
failure to receive board or regulatory approvals; the actual
results of future operations; competition; changes in legislation,
including environmental legislation, affecting Huntington; the
timing and availability of external financing on acceptable terms;
and lack of qualified, skilled labour or loss of key individuals. A
description of additional assumptions used to develop such
forward-looking information and a description of additional risk
factors that may cause actual results to differ materially from
forward- looking information can be found in Huntington's
disclosure documents on the SEDAR website at www.sedar.com.
Although Huntington has attempted to identify important factors
that could cause actual results to differ materially from those
contained in forward-looking information, there may be other
factors that cause results not to be as anticipated, estimated or
intended. Readers are cautioned that the foregoing list of factors
is not exhaustive. Readers are further cautioned not to place undue
reliance on forward-looking information as there can be no
assurance that the plans, intentions or expectations upon which
they are placed will occur. Forward-looking information contained
in this news release is expressly qualified by this cautionary
statement. The forward-looking information contained in this news
release represents the expectations of Huntington as of the date of
this news release and, accordingly, is subject to change after such
date. However, Huntington expressly disclaims any intention or
obligation to update or revise any forward-looking information,
whether as a result of new information, future events or otherwise,
except as expressly required by applicable securities law.
SOURCE Huntington Exploration Inc.