Vancouver, BC, Canada – November 17, 2021


Mineral Hill Industries Ltd. (“Mineral Hill” or “Company”), listed on the TSX Venture Exchange (“TSXV”) under the trading Symbol “MHI”, and on the Deutsche Boerse, Frankfurt under the trading Symbol “MLN” wishes to announce that the Company has executed  a non-binding Memorandum of Understanding (“MOU”) with an overseas corporation (“GEMSco”) which is involved in the business of acquiring and financing mineral resource assets consisting of alluvial gems and minerals located in South Africa. This is in addition to the Company’s undertaking to acquire the Dot-Apex and Master-ACE claim groups  in British Columbia (the “BC-Transaction”) for which the Company announced the second tranche of a private placement on November 8, 2021 to be closed within the next two weeks and is seeking approval of the private placement and final approval of the BC-Transaction by the TSXV.

Pursuant to the terms of the MOU, it is intended that the assets and undertakings of GEMSco’s affiliated mining and financing groups will combine with Mineral Hill resulting in a Reversed Takeover (“RTO”) of Mineral Hill by GEMSco by way of share exchange, merger, amalgamation, arrangement, or other similar form of transaction.  The final structure of the RTO is subject to receipt by the parties of tax, corporate, and securities law advice and will be memorialized in a letter of intent expected to be executed in the short term and a definitive agreement thereafter. 

As part of the proposed RTO, the parties plan for GEMSco to arrange for the completion of a geological assessment report qualifying under the rules of the TSXV.  

All direct and/or indirect beneficiaries of GEMSco are at Arm’s Length to the Company as defined under the TSXV Policy 1.1. 

Further Information

Mineral Hill will provide further details in respect of the proposed RTO in due course by way of press release.   It will also make available all information including financial information as required by applicable regulatory authorities and will provide, in a press release to be disseminated at a later date, the required disclosure, including the amount of any financing to be closed concurrently with the RTO, the exchange ratio involving Mineral Hills common shares or the number of Mineral Hill common shares to be issued in the RTO (as applicable), and any proposed name change.

All information contained in this press release with respect to the parties was supplied by the Company and GEMSco respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

Cautionary Statements

This press release is not an offer of the securities for sale in the United States. The securities may not be offered or sold in the United States absent registration or an available exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) and applicable U.S. state securities laws. The Company will not make any public offering of the securities in the United States. The securities have not been and will not be registered under the U.S. Securities Act.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release may contain forward looking statements including those describing Mineral Hill’s plans and the expectations of management that a stated result or condition will occur. Any statement addressing future events or conditions necessarily involves inherent risk and uncertainty. Actual results can differ materially from those anticipated by management at the time of writing due to many factors, much of which are beyond the control of Mineral Hill and its management.  This news release contains forward-looking statements pertaining to the entering of a definitive agreement, timing and completion of the RTO.  Readers are cautioned that the foregoing list of risk factors should not be construed as exhaustive. These statements speak only as of the date of this release. Mineral Hill undertakes no obligation to publicly update or revise any forward-looking statements except as expressly required by applicable securities laws.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

The Company seeks Safe Harbor.

For further information contact the Company or:  

Dieter Peter, President & CEO; Phone: (604) 617-6794