Silver Bullet Mines Corp. (Formerly Pinehurst Capital I Inc.) Closes Qualifying Transaction
December 01 2021 - 12:43PM
Silver Bullet Mines Corp. (TSXV: SBMI)
(“Silver Bullet” or the
“Company”), formerly Pinehurst Capital I Inc., is
pleased to announce that the Company has closed its qualifying
transaction (the “Transaction”) previously
announced in the Company’s comprehensive press releases dated
November 12, 2020 and June 28, 2021 and more particularly set out
in its filing statement dated September 27, 2021 (the
“Filing Statement”) which is available under the
Company’s profile at www.sedar.com, subject to final approval of
the TSX Venture Exchange (the “TSXV”). The
Company’s shares, which had traded on the TSXV, were halted on
August 27, 2020, at the Company’s request pending completion of the
Transaction and receipt of final approval of the TSXV. The
Company’s common shares will commence trading on the TSXV as a Tier
2 mining issuer under the symbol “SBMI” on or about December 6,
2021.
The Transaction
Pursuant to an amalgamation agreement, Pinehurst
I Acquisition Corp., a wholly owned subsidiary of the Company, and
an entity formerly named Silver Bullet Mines Inc. amalgamated under
the Canada Business Corporations Act (the
“Amalgamation”) to form Silver Bullet Mining Inc.
As a result of the Amalgamation, (i) all common shares of Pinehurst
Capital I Inc. were consolidated on the basis of one (1)
post-consolidation common share for every 2.1428 pre-consolidation
common shares (the “Consolidation”); and (ii) in
exchange for each (1) security held in the capital of Silver Bullet
Mining Inc., each securityholder received one (1) security in the
capital of the Company. Concurrently with the closing of the
Transaction, the Company changed its name to Silver Bullet Mines
Corp.
Outstanding Share Capital and
Escrow
Following the closing of the Transaction, the
Company has a total of 55,458,038 common shares issued and
outstanding. An aggregate 24,071,668 common shares and 2,605,763
stock options held by the principals of the Company are subject to
Tier 2 Surplus Security Escrow and will be released from escrow as
follows: five percent (5%) of the escrowed shares will be released
from escrow on the issuance of the final exchange bulletin
confirming the completion of the Transaction by the TSXV (the
“Final Exchange Bulletin”), five percent (5%) will be released 6
months thereafter, ten percent (10%) will be released 12 months and
18 months following the issue of the Final Exchange Bulletin,
fifteen percent (15%) will be released 24 months and 30 months
following the issue of the Final Exchange Bulletin, and the balance
of forty percent (40%) will be released 36 months after the issue
of the Final Exchange Bulletin. An additional 6,000,000 shares and
428,571 stock options held by non-principals of the Company are
subject to Tier 2 Value Security Escrow and will be released from
escrow as follows: ten percent (10%) of the escrowed shares will be
released from escrow on the issuance of the Final Exchange
Bulletin, fifteen percent (15%) will be released on each of the 6
months, 12 months, 18 months, 24 months, 30 months and 36 months
thereafter.
New Board and Management
On closing of the Transaction, David
Rosenkrantz, Daniel Tobon, Ilana Prussky, John A. Leja, Maurice
Kagan and Shael Soberano resigned as the directors and officers of
the Company.
On closing, the following individuals were
appointed as directors and officers of the Company:
John Carter – CEO and DirectorRon Wortel –
President and DirectorRon Murphy – Vice President Mining and
DirectorEric Balog – DirectorJ. Birks Bovaird – DirectorPeter
Clausi – Vice President Capital Markets and DirectorJon Wiesblatt –
DirectorBrian Crawford – Chief Financial Officer and Corporate
Secretary
The incoming board of directors would like to
thank Messrs. Rosenkrantz, Tobon, Leja, Kagan and Soberano and Ms.
Prussky for their contributions and service to the Company.
For further information, please contact:
John Carter Silver Bullet Mines
Corp.e: info@silverbulletmines.comp: 905-302-3843
Neither the Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the Exchange)
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.
Investors are cautioned that, except as
disclosed in the Filing Statement, any information released or
received with respect to the Transaction may not be accurate or
complete and should not be relied upon.
- PHT News Release 12_01 Final
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