Happy Creek closes $3.75-million private placement

Executive Summary

• Happy Creek Minerals closed an oversubscribed non‑brokered private placement, raising $3.75 million in gross proceeds.
• Proceeds will fund a 10,000‑metre drill program at the Fox tungsten project to expand its 2018 NI 43‑101 resource estimate, with drilling slated to start the first week of September.
• The placement consisted of 34.6 M flow‑through units at $0.07 and 26.5 M non‑flow‑through units at $0.05, each unit including a common share and half a purchase warrant; insiders purchased 800,000 NFT units.

Key Details

• Placement Structure
• Flow‑through (FT) units: 34,625,000 @ $0.07 → $2,423,750 gross proceeds.
  • Each FT unit = 1 FT common share + ½ purchase warrant (exercise price $0.07, 60‑month term).

• Non‑flow‑through (NFT) units: 26,525,000 @ $0.05 → $1,326,250 gross proceeds.

  • Each NFT unit = 1 common share + ½ purchase warrant (exercise price $0.07, 60‑month term).

• Use of Proceeds

• Drilling, exploration and development of the Fox tungsten project.
• Exploration on other Cariboo district projects.

• General working capital.

• Drill Program Overview

• Up to 100 diamond drill holes, ~10,000 m total over two years (2025‑2026).
• Focus: step‑out drilling of lower BK/RC/BN zones and new targets in upper horizons, Nightcrawler and South Grid zones.

• Mobilization underway; start expected first week of September.

• Project Context

• Fox project: 136 km² licence, high‑grade scheelite mineralization.

• 2018 NI 43‑101 resource:

  • Indicated – 582,400 t @ 0.83 % WO₃
  • Inferred – 565,400 t @ 1.23 % WO₃

• Insider Participation

• Insiders purchased 800,000 NFT units (related‑party transaction under TSX‑V Policy 5.9).

• Exemptions applied; insider participation ≤25 % of market cap.

• Finder’s Fees

• Cash: $201,600

• Broker warrants: 4,032,000 (exercisable at $0.05 for 60‑month term).

• Warrant Terms

• Purchase warrants (both FT and NFT units): exercise price $0.07, 60‑month expiry.

• Finder’s commission warrants: exercise price $0.05, 60‑month expiry.

• Regulatory

• Conditional TSX V approval obtained.
• Securities subject to a hold period of 4 months + 1 day from closing date.
• Qualified person statement signed by David Blann, PEng (director).

Notable Quotes

“We are extremely pleased with the support shown by institutional investors… The financing positions Happy Creek to immediately begin the previously announced 10,000‑metre drill program at the Fox tungsten project…” – Jason Bahnsen, President & CEO.