Pinehurst Capital I Announces Minor Amendments to Agreement with Silver Bullet Mines Inc. and Provides Financing Update
March 29 2021 - 4:30PM
Pinehurst Capital I Inc. (TSXV: PHT.P) (the
"
Corporation" or
"
Pinehurst"), a capital pool company listed on the
TSX Venture Exchange ("
TSXV"), and further to its
previously proposed qualifying transaction (the
"
Transaction") with Silver Bullet Mines Inc.
(“
SBMI”), is pleased to provide an update on the
Transaction and associated financing (the “
SBMI
Financing”).
Pinehurst and SBMI made minor amendments to the
definitive agreement between them. The amendments:
- extend the outside date to closing
the Transaction to April 30, 2021; and
- change the definition of “SBMI
Financing" to mean one or more non-brokered private placements of
securities of SBMI (but, for greater certainty, excluding the SBMI
Convertible Note) for aggregate gross proceeds of no less than
$2,009,200 at a price or prices to be determined by SBMI, acting
reasonably (the “Minimum”).
With respect to the SBMI Financing, Pinehurst
has been advised by SBMI that it has received cash and subscription
agreements which when added together aggregate to more than the
Minimum. SBMI intends to continue with the SBMI Financing, but
intends to close off the SBMI Financing on or about March 31, 2021.
SBMI reserves the right to add to the SBMI Financing after that
date if deemed appropriate by SBMI’s board.
Pinehurst’s press release of March 10, 2021
spoke of site preparation, exploration and development operations
currently underway at SBMI’s Buckeye Silver Mine in Arizona.
Pictures of these current and past activities at the Buckeye Mine
and some of SBMI’s equipment are available at
https://www.silverbulletmines.com/about.
“We thank our team for the great faith they have
shown in us by exceeding the financing minimum,” said John Carter,
SBMI’s CEO. “In our opinion that significantly reduces transaction
risk and allows us to push forward with the exploration and
development in anticipation of the bulk sampling operations at the
Buckeye.”
Please visit SBMI’s website
www.silverbulletmines.com or follow SBMI on Twitter
@bulletmines.
This news release is approved by Ronald J.
Wortel, P. Eng, the President of SBMI, who is a Qualified Person in
accordance with NI 43-101
For further information, please
contact:
David RosenkrantzPinehurst Capital I Inc., CEOe:
drosenkrantz@patica.cap: +1 416-865-0123
Peter M. ClausiSilver Bullet Mines Inc., VP Capital
Marketse: pclausi@silverbulletmines.comp: +1 416-890-1232
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.
Readers 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 news release contains certain statements
that constitute forward-looking statements as they relate to
Pinehurst, Silver Bullet, their respective leadership teams and the
intended Resulting Issuer. Forward-looking statements are not
historical facts but represent management's current expectation of
future events, and can be identified by words such as “believe”,
“expects”, “will”, “intends”, “plans”, “projects”, “anticipates”,
“estimates”, “continues” and similar expressions. Although
management believes that the expectations represented in such
forward-looking statements are reasonable, there can be no
assurance that they will prove to be correct.
By their nature, forward-looking statements
include assumptions and are subject to inherent risks and
uncertainties that could cause actual future results, conditions,
actions or events to differ materially from those in the
forward-looking statements. If and when forward-looking statements
are set out in this new release, Pinehurst will also set out the
material risk factors or assumptions used to develop the
forward-looking statements. Except as expressly required by
applicable securities laws, Pinehurst assumes no obligation to
update or revise any forward-looking statements. The future
outcomes that relate to forward-looking statements may be
influenced by many factors, including but not limited to: closing
on the Transaction as described above in a timely manner; the pilot
plant and assay equipment may not function as expected; SARS CoV-2;
reliance on key personnel; shareholder and regulatory approvals;
activities and attitudes of communities local to the location of
the Property; risks of future legal proceedings; income tax
matters; availability and terms of financing; distribution of
securities; commodities pricing; currency movements, especially as
between the USD and CDN; effect of market interest rates on price
of securities; and, potential dilution. SARS CoV-2 creates risks
that at this time are immeasurable and impossible to define.
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