Pinehurst Capital I Inc. (TSXV: PHT.P) (the
“
Corporation” or
“
Pinehurst”), a capital pool company listed on the
TSX Venture Exchange (“
TSXV”), on August 27, 2020
announced details of its proposed arm’s length qualifying
transaction with Silver Bullet Mines Inc. (“
Silver
Bullet”), a mining company focused on silver exploration
with its primary asset being the Black Diamond Property (the
“
Property”) located near Globe, Arizona.
Pinehurst entered into a letter of intent with
Silver Bullet dated August 26, 2020 (the “Letter of
Intent”) pursuant to which Pinehurst and Silver Bullet
have agreed to complete a business combination (the
“Transaction”) whereby Pinehurst will be the
parent company (the “Resulting Issuer”) and 100%
of the issued and outstanding of securities of Silver Bullet will
be owned by the Corporation. Silver Bullet and Pinehurst have
agreed to extend the expiry of the Letter of Intent to October 9,
2020.
Silver Bullet owns a 100% interest in the
Property which consists of 232 mineral claims (4900 acres), centred
on the Richmond Basin, 91 km west of Phoenix, Arizona. The Property
includes several past producing silver mines including the
McMorris, La Plata and Buckeye.
Silver Bullet has advised Pinehurst that the
next stage of exploration has begun on the Property, including the
evaluation of drill targets within Silver Bullet’s strict
exploration criteria with mapping and an expansion of the soil
sampling program. This initial work will also include work on the
Buckeye Mine site to further determine the controls on
mineralization and to explore for additional high-grade
mineralization.
Summary of the Proposed
Financing
The Letter of Intent contemplates that Silver
Bullet will complete a non-brokered private placement (the
“Silver Bullet Private Placement”) of aggregate
proceeds of not less than C$3,000,000 by the issuance of Units at a
price of thirty cents (C$0.30) per Unit. Each Unit will consist of
one common share and one-half of one common share purchase warrant,
with each whole warrant being exercisable for one common share at
an exercise price of fifty cents (C$0.50) for a two-year term.
Silver Bullet may engage an agent (the “Agent”) to
act on a “commercially reasonable efforts” basis for the Silver
Bullet Private Placement and in connection therewith may pay a
commission to the Agent in an amount to be determined. The proceeds
of the Silver Bullet Private Placement will be used to fund the
recommended exploration program on the Property, continuing
operating expenses, and for general working capital purposes.
Additional Information and Description
of Significant Conditions to Closing
Completion of the Transaction is subject to a
number of conditions, including but not limited to, approval by the
TSXV. Other conditions include completion of the Silver Bullet
Private Placement, satisfactory completion of due diligence reviews
by Silver Bullet and Pinehurst, execution of a definitive
agreement, board of directors’ approval of Pinehurst and Silver
Bullet, certain shareholder approvals and certain other usual
conditions. Trading of Pinehurst’s Common Shares will not resume
until all documents required by the TSXV have been filed. This
press release was drafted under the supervision of Ronald Wortel,
P.Eng, who is the Qualified Person in accordance with NI43-101.
For further information, please
contact:
David Rosenkrantz Pinehurst Capital I Inc., CEO e:
drosenkrantz@patica.ca p: 416-865-0123
Peter M. Clausi Silver Bullet Mines Inc., VP
Capital Markets e: pclausi@brantcapital.ca p: 416-890-1232
Information concerning Silver Bullet has been
provided to the Corporation by Silver Bullet for inclusion in this
press release.
Completion of the Transaction is subject to a
number of conditions, including but not limited to, TSXV acceptance
and if applicable pursuant to Exchange Requirements (as that term
is defined in the policies of the TSXV), majority of the minority
shareholder approval. Where applicable, the Transaction cannot
close until the required shareholder approval is obtained. There
can be no assurance that the Transaction will be completed as
proposed or at all.
Investors are cautioned that, except as
disclosed in the management information circular or filing
statement to be prepared in connection with the Transaction, any
information released or received with respect to the Transaction
may not be accurate or complete and should not be relied upon.
Trading in the securities of a capital pool company should be
considered highly speculative.
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.
Cautionary and Forward-Looking
Statements
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 Transaction and certain terms
and conditions thereof; the business of Silver Bullet, information
concerning the Property; the Silver Bullet Private Placement;
shareholder, director and regulatory approvals; and future press
releases and disclosure. 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, Pinehurst assumes no obligation to update the forward-looking
statements of beliefs, opinions, projections, or other factors,
should they change.
Pinehurst Capital I (TSXV:PHT.P)
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Pinehurst Capital I (TSXV:PHT.P)
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