NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
November 22, 2021 – Vancouver, B.C. – Hawkmoon Resources Corp. (CSE: HM, FSE: 966) (“Hawkmoon” or the “Company”) is pleased to announce that the Company has prepared a comprehensive budget for 2022 that includes a drill program on the Wilson Project, expected to commence Summer 2022 (the “Drill Program”).
To finance the foregoing, the Company is announcing its intention to carry out a non-brokered private placement of (i) flow through units (each, an “FT Unit”) at the price of $0.10 per FT Unit (the “FT Offering”) and (ii) non flow through units (each, an “NFT Unit”) at the price of $0.09 per NFT Unit (the “NFT Offering” and, together with the FT Offering, the “Offering”). Through the Offering, the Company intends to raise aggregate gross proceeds of up to $1,500,000.
Each FT Unit will be composed of one (1) common share (a “Common Share”) of the Company, issued on a flow-through basis pursuant to the Income Tax Act (Canada), and one (1) Common Share purchase warrant, each such warrant to entitle the holder to acquire one (1) additional Common Share for a period of two (2) years from the date of issuance, at a price of $0.12. Each NFT Unit will be composed of one (1) Common Share and one (1) Common Share purchase warrant, each such warrant to entitle the holder to acquire one (1) additional Common Share for a period of two (2) years from the date of issuance, at a price of $0.12.
A portion of the Offering may be completed in accordance with the exemption set out in BC Instrument 45-536 (Exemption from prospectus requirement for certain distributions through an investment dealer) (the “Investment Dealer Exemption“) and to existing shareholders of the Company pursuant to the exemption set out in BC Instrument 45-534 (Exemption from prospectus requirement for certain trades to existing security holders) (the “Existing Shareholder Exemption”).
For subscribers utilizing the Existing Shareholder Exemption, the Offering is available to all shareholders of the Company as at November 19, 2021, (the “Record Date”) (and who are still shareholders on the date of closing) who are eligible to participate under the Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be available to them. Shareholders who became shareholders after the Record Date should consult their professional advisors when completing their subscription form to ensure that they use the correct exemption. Orders will be processed by the Company on a first come, first served basis such that it is possible that a subscription received from a shareholder may not be accepted by the Company if the Offering is over subscribed.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely: (i) the subscriber must be a shareholder of the Company on the Record Date (and must still be a shareholder on the date of closing); (ii) the subscriber must be purchasing the FT Units or NFT Units, as the case may be, as a principal, i.e. for their own account and not for any other party; and (iii) the subscriber may not purchase more than $15,000 value of securities from the Company in any twelve month period, unless they have first received “suitability advice” from a registered investment dealer and, in such case, subscribers will be asked to confirm the registered investment dealer’s identity and employer.
Assuming the Offering is fully subscribed, the Company plans to allocate the net proceeds of the Offering to: (i) the Drill Program ($800,000); (ii) exploration at the Wilson Project ($250,000); and (iii) general working capital ($450,000).
As required by the Investment Dealer Exemption, the Company confirms there is no material fact or material change relating to the Company that has not been generally.
On closing, the Company may pay finder’s fees in respect of a portion of the Offering in accordance with the policies of the Canadian Securities Exchange. All securities issued in connection with the Offering will be subject to a four-month and one day hold period under applicable securities laws.
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. 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 the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
About the Company
Hawkmoon is focused entirely on its three Quebec gold projects. The Wilson and Romeo properties are in one of the world’s largest gold belts, the Abitibi Greenstone Belt. The Lava property is situated in the Belleterre gold camp, situated just south of the Abitibi. All Hawkmoon’s gold projects are accessible by government-maintained roads.
For more information, review the Company’s filings available at www.sedar.com.
Forward Looking Statements
This news release contains certain forward-looking statements within the meaning of applicable securities laws. All statements that are not historical facts, including without limitation, statements regarding future estimates, plans, programs, forecasts, projections, objectives, assumptions, expectations or beliefs of future performance, including statements regarding the Drill Program, the Offering and the expected use of proceeds from the Offering are “forward-looking statements”. These forward-looking statements reflect the expectations or beliefs of management of the Company based on information currently available to it. Forward-looking statements are subject to a number of risks and uncertainties, including those detailed from time to time in filings made by the Company with securities regulatory authorities, which may cause actual outcomes to differ materially from those discussed in the forward-looking statements. These factors should be considered carefully and readers are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements and information contained in this news release are made as of the date hereof and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws.
Director and Chief Executive Officer