Bunker Announces Closing Of First Tranche Of Up To $1,500,000 Non-Brokered Private Placement
Not For Distribution To United States Newswire Services Or For Dissemination In The United States
TORONTO, June 28, 2019 (GLOBE NEWSWIRE) -- Bunker Hill Mining Corporation (the “Company”) (CSE:BNKR) is pleased to announce the closing of the first tranche (the “First Tranche”) of its non-brokered equity private placement of up to 30,000,000 units of the Company (“Units”) at C$0.05 per Unit for gross proceeds of up to $1,500,000 announced in the Company’s June 24, 2019 news release (the “Offering”). The First Tranche consisted of the sale of 11,660,000 Units for gross proceeds of $583,000.
Each Unit consists of one common share of the Company (a “Common Share”) and one Common Share purchase warrant (a “Warrant”). Each whole Warrant entitles the holder to acquire one Common Share at a price of C$0.25 per Common Share for a period of two years. The Offering is subject to an over-allotment option allowing the Company to issue an additional 4,050,000 Units on the same terms.
It is expected that the Company will close the second tranche of the Offering in early July.
Early Warning Reports
As part of the First Tranche, Hummingbird Resources PLC (“Hummingbird”) has acquired, 2,660,000 Units and Mr. Sebastian Marr (“Marr”) has acquired 8,000,000 of the Units. Prior to the completion of the First Tranche neither Hummingbird nor Marr held any Common Shares and Hummingbird held convertible securities convertible into 651,685 Common Shares, or approximately 13% of the then issued and outstanding Common Shares on the partially diluted basis. Following the acquisition of Units under the First Tranche, Marr now holds 8,000,000 Common Shares or 67.19% of the issued and outstanding Common Shares on a partially diluted basis, assuming conversion of the convertible securities of the Company held by Marr, and Hummingbird now holds 2,660,000 Common Shares, or 31.23% of the issued and outstanding Common Shares, on a partially diluted basis assuming conversion of the convertible securities of the Company held by Hummingbird. The Units were acquired by Hummingbird and Marr for investment purposes, and depending on market and other conditions, Hummingbird and Marr may from time to time in the future increase or decrease their respective ownerships, control or direction over securities of the Company through market transactions, private agreements, or otherwise. For the purposes of this notice, the address of Hummingbird is 26 Mount Row, London W1K 3SQ, UK and the address of Marr is 59 Studdridge Street, London, SW6 3SL United Kingdom.
In satisfaction of the requirements of the National Instrument 62-104 - Take-Over Bids And Issuer Bids and National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, early warning reports respecting the acquisition of Units by Hummingbird and Marr will be filed under the Company’s SEDAR Profile at www.sedar.com.
The net proceeds from the Offering shall be primarily used for lease and other payments required to keep the Company’s option interest in Bunker Hill Mine in good standing, for further development of the Bunker Hill Mine, debt reduction and for general corporate and working capital purposes.
The Offering will be subject to receipt of all necessary regulatory approvals. The Units, and securities underlying them will be subject to a customary four month and a day hold period in accordance with applicable Canadian securities laws and to a concurrent six month hold period in accordance with applicable U.S. securities laws.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
About Bunker Hill Mining Corp.
Bunker Hill Mining Corp. has an option to acquire 100% of the Bunker Hill Mine. Information about the Company is available on its website, www.bunkerhillmining.com, or within the SEDAR and EDGAR databases.
For additional information contact:
John Ryan, Interim Chief Executive Officer
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations. The forward looking statements made herein are based on information currently available to the Company and the Company provides no assurance that actual results will meet management's expectations or assumptions with respect to, among other things, the ability of the Company to successfully complete the Offering on the terms as announce, the ability of the Company to complete payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine Complex, the Company’s present and future financial condition, the Company’s ability to secure financing, and the state of financial markets. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”, and may include statements regarding, among other things, the terms of the Offering and funding of the acquisition. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: the inability of the Company to successfully complete the Offering; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine Complex; the inability of the Company to develop or sustain an active public market for its securities; development of changes in general economic conditions and conditions in the financial markets; changes in demand and prices for precious metals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments; operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors made in public disclosures and filings by the Company should be considered carefully and readers should not place undue reliance on the Company’s forward-looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.