Pinehurst Capital I Inc. (TSXV: PHT.P) (the
" or "Pinehurst
capital pool company listed on the TSX Venture Exchange
"), is pleased to announce details
concerning its proposed arm’s length qualifying transaction with
Silver Bullet Mines Inc. ("Silver Bullet
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 securities of Silver Bullet will be
owned by the Resulting Issuer.
About Silver Bullet
Silver Bullet is a corporation existing pursuant
to the Federal laws of Canada which owns a 100% interest in the
Property which consists of 232 mineral claims (4900 acres),
situated to the north of Globe, Arizona, centred on the Richmond
Basin, 91 km west of Phoenix, Arizona. The Property includes
several past producing silver mines including the McMorris,
McClellan, Silver Seven, La Plata and Buckeye.
The Property is the site of a substantial amount
of historic mining and silver recovery that began in the 1880's.
The Property was worked by various operators including Trueclaim
Resources (US) Inc. throughout the early 2000's. The recent
optionors and operators completed significant exploration work on
the Property since the mid 2000s with over C$5.6 million being
spent on the project since 2010. This work included a test mining
program completed in 2018 that resulted in the production of
approximately 500 ounces of silver in dore bars. Silver Bullet
intends to continue this program of test mining on its patent
claims and looks to explore its large land package to define silver
resources and the potential for a copper deposits in this area of
the Globe mining camp. To date, the directors of Silver Bullet have
invested over C$900,000 towards the exploration and development of
The technical information in this news release
has been prepared by Ron Wortel, P. Eng. who is a qualified person
within the meaning of National Instrument 43-101 (“NI
43-101”) – Standards of Disclosure for Mineral Projects.
The Corporation has commissioned an updated NI 43-101 compliant
technical report which it expects will be finalized before the end
of Q3 2020.
Summary of the Proposed Qualifying
Pursuant to the Letter of Intent, the parties
have agreed to cause Silver Bullet to 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 subscription receipts for units.
Further particulars regarding the Silver Bullet Private Placement
will be disclosed in subsequent news releases relating to the
Transaction. The parties acknowledge that an agent may be engaged
(the "Agent") to act as agent on a "commercially
reasonable efforts" basis for the Silver Bullet Private Placement
and in connection therewith may be paid a commission 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.
Summary of Proposed Directors, Officers and
Upon completion of the Transaction, the Resulting Issuer’s board
and management will consist of the following persons:
- John Carter, CEO and Director
- Ron Wortel, President and Director
- Peter Clausi, VP Capital Markets and Director
- Ron Murphy, VP Mining and Director
- Eric Balog, Director
- Jon Wiesblatt, Director
- Brian Crawford, CFO and Corporate Secretary
The bios of each of the above are outlined
John CarterCEO and Director
Mr. Carter is a mining executive with over 30
years of experience with an expertise in mineral processing.
Mr. Carter was president of two publicly listed junior
exploration companies that previously held title to the
Property and directed the exploration and test mining
development of the Buckeye Mine which is located on the
Ron WortelPresident and
Mr. Wortel is geological engineer with over
30 years’ experience in technical project evaluations,
due diligence investigations and the execution of exploration
projects with extensive experience working on numerous gold
and silver projects in Arizona.
Peter ClausiVP Capital Markets
Mr. Clausi is an experienced lawyer, investment
banker, shareholder rights activist and public company executive.
He is currently the CEO of GTA Financecorp Inc., CEO of CBLT Inc.
and a director of Camrova Resources Inc.
Ron MurphyVP Mining and
Mr. Murphy is a mining
industry professional with more than 30 years of operational
experience in developing underground mines in the United
States. Mr. Murphy currently operates a mining safety
training school in Superior, Arizona.
Mr. Balog is a mining focused investor relations
professional who joined the sector in early 2000 and brings
experience in both traditional and online investor relations. Mr.
Balog has played key roles in professionalizing and expanding
clients institutional and retail investor awareness programs.
Wiesblatt's is an investment consultant to Reichmann International
Development Corporation. Mr. Wiesblatt was previously a Senior
Portfolio Manager at Sprott Asset Management / NinePoint Partners,
one of Canada's largest non-bank owned asset management firms. Mr.
Wiesblatt has over 15-years of capital markets experience.
Brian CrawfordCFO and Corporate
Mr. Crawford has extensive experience as a
senior financial executive with public and private companies and as
a partner in a national firm of chartered professional accountants.
Brian currently serves as a board member and/or of several Canadian
publicly listed companies.
Pinehurst is a capital pool company and its
common shares ("Common Shares") are listed for
trading on the TSXV under the symbol "PHT.P". As at March 31, 2020,
Pinehurst had cash and near cash assets, net of liabilities, of
Additional Information and Description
of Significant Conditions to Closing
The completion of the Transaction is subject to
the approval of TSXV and all other necessary regulatory approvals.
The completion of the Transaction is also subject to additional
conditions precedent, including completion of the Silver Bullet
Private Placement, satisfactory completion of due diligence reviews
by the parties, execution of a definitive agreement, board of
directors’ approval of Pinehurst and Silver Bullet, approval by
shareholders of Silver Bullet, and certain other usual conditions.
In connection with the Transaction, the Corporation will change its
name, consolidate its outstanding Common Shares and, as previously
stated herein, appoint a new board of directors for the Resulting
Issuer, each of which will require shareholder approval of the
Corporation. The Transaction does not constitute a Non-Arm's Length
Qualifying Transaction (as defined in Policy 2.4 of the Corporate
Finance Manual) and, accordingly, is not expected to require the
approval of the Corporation's shareholders.
When a definitive agreement between Pinehurst
and Silver Bullet is executed, which is expected to occur shortly,
in accordance with the policies of the TSXV, Pinehurst will issue a
subsequent press release containing the details of the definitive
agreement and additional terms of the Transaction, including
information relating to sponsorship, additional information with
respect to the Property, Silver Bullet financial information, the
Silver Bullet Private Placement and pro forma share capital of the
In connection with the Transaction and pursuant
to the requirements of the TSXV, Pinehurst will file a filing
statement or a management information circular on its issuer
profile on SEDAR (www.sedar.com), which will contain details
regarding the Transaction, Silver Bullet, the Property, Silver
Bullet Private Placement, and the Resulting Issuer.
Sponsorship of Qualifying
Sponsorship of a qualifying transaction of a
capital pool company is required by the TSXV unless exempt in
accordance with TSXV policies. Pinehurst intends to apply for an
exemption from the sponsorship requirements.
Reinstatement to Trading
Trading of the Common Shares has been halted and
will not resume until certain documents have been filed with the
TSXV and a press release is issued detailing further information
about the Transaction, as previously described herein.
For further information, please contact:
David Rosenkrantz Pinehurst Capital I Inc., CEOe:
Peter Clausi Silver Bullet Mines Inc., VP Capital Markets e:
Ron WortelSilver Bullet Mines Inc., President and
Director e: firstname.lastname@example.org
Information concerning Silver Bullet, including
the proposed directors of the Resulting Issuer, has been provided
to the Corporation by Silver Bullet for inclusion in this press
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
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 commissioning of an updated NI 43-101
compliant technical report with respect to the Property, the Silver
Bullet Private Placement; the proposed directors of the Resulting
Issuer, TSXV sponsorship requirements and intended application for
exemption therefrom; 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.
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