Mineral Hill Provides Clarification in respect of its February 13th, 2020 News Release
NOT FOR DISSEMINATION IN THE UNITED STATES
Vancouver, BC, Canada – February 21st, 2020
Mineral Hill Industries Ltd. (“MHI” or “Company”), listed on the TSX Venture Exchange (“TSXV”) under the trading Symbol “MHI”, and on the Deutsche Boerse, Frankfurt under the trading Symbol “N8Z1” wishes to make certain clarifications concerning its news release dated February 13th, 2020.
The Company has not, as of the date of this news release, issued any securities on account of the first tranche of its non-brokered private placement (“PP1”) previously announced on February 13th, 2020. The formal closing and issuance of securities in connection with PP1 must be predicated on the approval of the TSXV in accordance with its policies, particularly Policy 5.2 – Change of Business and Reverse Takeovers and Policy 4.1 – Private Placements.
The eventual closing of PP1 and subsequent private placements are conditions to the Definitive Acquisition Agreement (“DA-Agr”), dated January 28th, 2020 with Southern Colorado Real Estate Ventures Holdings LLC (“SCRH”) announced in the Company’s news release on February 3rd, 2020. The DA-Agr with SCRH relates to a proposed change of business transaction of which the Company is working towards conditional approval from the TSXV. To this date, the TSXV has not provided conditional approval on the proposed change of business transaction with SCRH or PP1.
As of the date of this news release, MHI has received subscription agreements for PP1 in the amount of CAD $2,146,053, relating to the subscription of 2,146,053 common shares at a deemed issue price of CAD $1.00 per share. With respect to the CAD $2,146,053 of subscription agreements, funds in the amount of CAD $1,575,314 have been deposited with the Company. No finder’s fees will be paid by the Company in connection with PP1.
The Company has designated the part of proceeds of PP1 for general working capital purposes and has allocated part of the proceeds as a bridge financing to SCRH. Out of the CAD $1,575,314 received by the Company, CAD $1,016,103 is being held by the Company in its general accounts, CAD $600,000 of which is designated for working capital purposes. The Company has advanced USD $425,000 (CAD $559,210) for the benefit of SCRH in order for SCRH to secure interests in various South Florida properties.
Specifically, USD $250,000 was advanced by the Company on an unsecured basis as a down payment for SCRH to secure a buy-out agreement for an additional 40% joint venture interest in the Lazy Lakes recreational vehicle resort in Key West, Florida; USD $25,000 was advanced by the Company on an unsecured basis for SCRH to secure 85% of a strip shopping center on 74 Component Drive, Pueblo,
Colorado; USD $30,000 was advanced by the Company on an unsecured basis for SCRH to secure an interim lease on 74 Component Drive, Pueblo West, Colorado, 81007; and USD $120,000 was advanced by the Company on an unsecured basis for SCRH to secure property on four farms on Galbreth Dr., Pueblo, Colorado, 81005.
The Company’s loans to SCRH for the aforementioned property deals have not received acceptance from the TSXV.
About Mineral Hill Industries (“MHI”):
MHI is in the process of changing its business direction by launching a change of business transaction with Southern Colorado Real Estate Ventures Holdings LLC, a privately held real estate investment company which leases its real estate tracts and properties to RV-parks, agriculture cultivation centers and businesses in Florida and Colorado (“Transaction”).
Subsequent to the regulatory approval of the Transaction, MHI will be trading under the name of MHI REAL ESTATE INVESTMENT CORPORATION (“MRC”) and focus on its unique, specialty real estate assets that generate multiple revenue streams in rapidly growing sectors in North America. MRC expects that its assets will provide investors access to unique, diversified real estate opportunities that generate positive cash flow and provide a solid foundation for the Company’s objective to expand its business internationally.
“Completion of the Transaction is subject to a number of conditions, including but not limited to, the acceptance by the TSXV and, if applicable, the disinterested shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval and the acceptance of the Transaction by the TSXV are 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 Mineral Hill Industries Ltd.’s shares are highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this news release.”
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release may contain forward-looking information within the meaning of applicable securities laws. All information and statements other than statements of current or historical facts contained in this news release are forward-looking information.
Forward-looking statements are subject to various risks and uncertainties concerning the specific factors disclosed here and elsewhere in MHI’s periodic filings with Canadian securities regulators. When used in this news release, words such as “will”, “could”, “plan”, “estimate”, “expect”, “intend”, “may”, “potential”, “should,” and similar expressions, are forward- looking statements. Information provided in this document is necessarily summarized and may not contain all available material information.
Forward-looking statements include those with respect to TSX Venture Exchange conditional and final acceptance of the proposed Transaction including PP1 and subsequent private placements (the “Private Placements”); the Company’s expectation that the Transaction and the Private Placements will close; and the proceeds of the Private Placements will be used for the purposes as designated.
Although the Company believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurances that its expectations will be achieved. Such assumptions, which may prove incorrect, include the following: (i) receipt of TSX Venture Exchange conditional and final acceptance of the Transaction and Private Placements will be obtained; and (ii) sufficient subscriptions will be received to complete the entirety of the Private Placements.
Factors that could cause actual results to differ materially from expectations include (i) the Company’s failure to have the Private Placements fully subscribed or make effective use of the proceeds of the Private Placements; (ii) the failure of the proposed Transaction for any reason; (iii) the Company’s inability to obtain TSX Venture Exchange conditional and final acceptance of the Transaction including the Private Placements; (iv) a deterioration in capital market conditions that prevents the Company from raising the funds it requires on a timely basis; and (v) generally, the Company’s inability to develop and implement a successful business plan for any reason.
In addition, the factors described or referred to in the section entitled “Risks and Uncertainties” in the MD&A for the year ended December 31, 2019, of MHI, which is available on the SEDAR website at www.sedar.com, should be reviewed in conjunction with the information found in this news release.
Although MHI has attempted to identify important factors that could cause actual results, performance, or achievements to differ materially from those contained in the forward-looking statements, there can be other factors that cause results, performance, or achievements not to be as anticipated, estimated, or intended. There can be no assurance that such information will prove to be accurate or that management’s expectations or estimates of future developments, circumstances, or results will materialize. As a result of these risks and uncertainties, no assurance can be given that any events anticipated by the forward-looking information in this news release will transpire or occur, or, if any of them do so, what benefits that MHI will derive therefrom. Accordingly, readers should not place undue reliance on forward-looking statements. The forward-looking statements in this news release are made as of the date of this news release, and MHI disclaims any intention or obligation to update or revise such information, except as required by applicable law.
This news release does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the “1933 Act”) or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
For further information contact the Company or:
Dieter Peter, Director & CEO
Phone: 1-(604) 617-6794