UPDATE OF FUNDAMENTAL ACQUISITION AND TERMS OF THE PRIVATE PLACEMENT
The securities being offered have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States or to U.S. persons without registration or applicable exemption from the registration requirement of such Act. This release does not constitute an offer for sale of such securities in the United States of America.
Richmond, BC, Canada – September 13, 2016
Mineral Hill Industries Ltd. (“Mineral Hill” or “Company”) wishes to announce that based on a review of all of the documentation the Company has provided to the TSX Venture Exchange (“TSXV”), as referred to in the Company’s August 18, 2016 News Release, the TSXV confirmed that the Company has provided all the documentation required to close the transaction once the Company has closed the financing required to meet its obligations as laid out in the financial plan.
In personal consultations with its European and North American financiers and investors, the Company’s executive received confirmation of its proposed financing and, therefore, the Company wishes to announce that, in accordance with the terms announced on May 24, 2016, it intends to sell by private placement up to 6,700,000 securities units (the “Unit(s)”) in the capital of the Company at a price of $0.30 per Unit upon the approval of the Stock Exchange (“TSXV”). Each Unit will consist of one common share plus one transferable common share purchase warrant (“Warrant”) exercisable over a three year period subsequent to the approval of the TSXV at $0.40, $0.50 and $0.80 respectively if exercised within the first, second or third year subsequent to its date of issuance. The Company is seeking price protection for its proposed Private Placement. The proceeds will be used to meet the TSXV requirements for general working capital and operating expenses.
Certain directors and officers of the Company will acquire units under the private placement. Any such participation would be considered to be a “related party transaction” as defined under Multilateral Instrument 61-101 (“MI 61-101”). There will be a finder’s fee payable by the Company to certain none-related parties raising certain portions of the Private Placement funds.
Upon the closing of the Private Placement and final TSXV-approval, and in accordance with the terms of the executed share purchase agreement of the submitted Fundamental Acquisition (“Transaction”), the Company will issue 2.25 million convertible preferred shares (“Pref-A”) at a par value of C$1.00 per Pref-A share. The Pref-A shares will have no voting rights and will be convertible into common shares of MHI on a “One-for-One” basis at any time subsequent to their issuance.
Following the NI 51-101 compliant update of the existing report by Senergy (GB) Limited (“LR Senergy”) from January 2015, the Company will change its name to MHI Mass-Energy Corp. and issue the announced convertible Pref-B at a deemed value of $1.05, which also will be non-voting and convertible on a “One-for-One” basis into common shares of the Company.
For more details, the Company refers all readers to its News Release of April 21, 2016. All common shares resulting from the conversion of the Pref-A or Pref-B shares may be escrowed and released from escrow pursuant to conditions of the escrow agreement requirements of the Stock Exchange.
The Company seeks Safe Harbor
For further information, please contact:
President & CEO Phone: (604) 278-1135
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.