Mr. Jason Bahnsen reports
HAPPY CREEK ANNOUNCES CLOSING OF OVERSUBSCRIBED $3.75 MILLION FINANCING TO ADVANCE THE FOX TUNGSTEN PROJECT
Happy Creek Minerals Ltd. has closed the previously announced non-brokered private placement, raising total gross proceeds of $3.75-million. The oversubscribed placement was led by PowerOne Capital Markets Ltd.,
attracting interest from institutional investors, including funds managed by Waratah Capital Advisors Ltd.
Happy Creek president and chief executive officer Jason Bahnsen commented: "We are extremely pleased with the support shown by institutional investors participating in the placement, with two funds managed by Waratah to hold almost 20 per cent of Happy Creek postfinancing.
"The financing positions Happy Creek to immediately begin the previously announced 10,000-metre drill program at the Fox tungsten project, focused on the expansion of the 2018 NI 43-101 resource estimate. We are mobilizing contractors and equipment to site now with drilling expected to begin by the first week in September.
"Fox is one of the highest-grade tungsten projects globally and is extremely well located to be a future source of high-quality tungsten for the rapidly growing North American and European industrial and defence markets."
The Fox tungsten project
The Fox tungsten project is a district-scale (136-square-kilometre licence area), high-grade critical mineral project that Happy Creek has advanced from initial discovery to maiden resource stage. Fox is located approximately 70 kilometres northeast of 100 Mile House in British Columbia.
The tungsten-bearing scheelite mineralization at Fox occurs in relatively flat-lying sequences of calcium silicate layers up to 20 metres in thickness. The mineralized layers appear to be stacked in groups. The project has an overall identified mineralized trend of ten kilometres by five kilometres.
Happy Creek acquired Fox in 2006. From 2010 to 2017, Happy Creek completed diamond drilling and trenching programs at Fox, resulting in the
2018 maiden National Instrument 43-101 resource estimate in the lower BK/RC/BN zones of 582,400 tonnes grading 0.83 per cent WO3
indicated plus 565,400 tonnes grading 1.23 per cent WO3
inferred. (For full details of the 2018 Fox
project mineral resource, see the report by Pierre Desautels, PGeo, AGP Mining Consultants Inc., and Paul Berndt, FAusIMM, dated April 9, 2018, and titled "NI 43-101 Resource Update for the RC and BN Zones and Maiden Resource Estimate for the BK Zone of the Fox Tungsten Project British Columbia," available on the company's website and SEDAR+.)
2025/2026 drill program
The upcoming drill program will focus on expanding the NI 43-101 resource estimate by completing stepout drilling on the current resource area (lower BK/RC/BN zones), as well as targeting new areas identified through geological mapping, prospecting and previous drilling. The new target zones include above and between the BK/RC/BN zones.
Geological mapping completed by Happy Creek in 2017 through 2023 identified numerous mineralized outcrops between the BN and RC zones, as well as at least three additional calcium silicate horizons that are approximately 50 to 150 metres in elevation above BK/RC/BN resource horizon. Mapping indicates that the upper horizons extend over two kilometres in strike length with an observed lateral extent of at least 500 metres west and beyond the area previously tested by drilling.
There is excellent potential to expand the resource horizon between deposits and to the west, and additional potential in the upper horizons. Drilling completed at the RC zone in 2017, including two drill holes directly beneath Deception Mountain, returned intervals of 19.4 metres of 0.93 per cent WO3
and 26 metres of 1.19 per cent WO3. (See the news release dated Nov. 21, 2017.)
Additional drill targets in the Nightcrawler and South Grid zones may also be included in the drill program. Up to 100 diamond drill holes, totalling approximately 10,000 metres, are planned across multiple zones over the two-year program.
Happy Creek is currently mobilizing contractors and equipment to begin drilling by the first week of September.
Placement detail
The placement consists of 34,625,000 flow-through (FT) units at a price of seven cents for proceeds of $2,423,750 and 26,525,000 non-flow-through (NFT) units at a price of five cents for gross proceeds of $1,326,250.
Each FT unit will comprise one flow-through common share and one-half of one common share purchase warrant, and each NFT unit will comprise one common share and one-half of one common share
purchase warrant. Each warrant will be exercisable into one common share of the company at an exercise price of seven cents for a period of 60 months from the date of issue.
The gross proceeds of the offering will be applied to the drilling, exploration and development of the company's Fox tungsten project and at other exploration projects located within the Cariboo district of British Columbia, Canada, and for general working capital.
The FT shares will qualify as flow-through shares (within the meaning of Subsection 66(15) of the Income Tax Act (Canada)). An amount equal to the gross proceeds from the issuance of the FT shares will be used to incur eligible resource exploration expenses, which will qualify as: (i) Canadian exploration expenses (as defined in the tax act); and (ii) as flow-through mineral mining expenditures (as defined in Subsection 127(9) of the tax act). Qualifying expenditures in an aggregate amount not less than the gross proceeds raised from the issue of the FT shares will be incurred (or deemed to be incurred) by the company on or before Dec. 31, 2026, and will be renounced by the company to the initial purchasers of the FT shares with an effective date no later than Dec. 31, 2025.
Insiders of Happy Creek purchased 800,000 NFT units.
The participation of these insiders in the constitutes a related party transaction within the meaning of TSX-V Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company has relied on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of insider participation in the private placement does not exceed 25 per cent of the company's market capitalization.
The company will pay finders' fees under the placement of $201,600 cash plus 4,032,000 broker warrants. Each broker warrant will be exercisable at a price of five cents into one finder's commission unit. Each finder's commission unit will comprise one common share and one-half of one common share purchase finder's commission warrant. Each finder's commission warrant will be exercisable at a price of five cents into one common share for a period of 60 months from the date of issue.
The securities issued under the placement will be subject to a hold period under applicable securities laws in Canada expiring four months and one day from the closing date of the placement. The company has received conditional approval of the TSX Venture Exchange for the placement.
Qualified person statement
The technical and scientific contents of this news release have been prepared, verified and approved by David Blann, PEng, a director of the company, and a qualified person pursuant to National Instrument 43-101, Standards of Disclosure for Mineral Projects.
About Happy Creek Minerals Ltd.
Happy Creek is focused on making new discoveries and building resources in proximity to infrastructure on the company's 100-percent-owned portfolio of diversified metals projects in British Columbia.
Projects include the high-grade Fox tungsten deposit, the Silverboss molybdenum-copper-gold-silver project adjacent to Glencore's closed Boss Mountain molybdenum mine, and the adjacent Hen-Art-DL gold and silver project.
On Nov. 7, 2024, Happy Creek announced the closing of the sale of the Highland Valley copper project to Metal Energy Corp. Happy Creek holds 9.9 per cent of Metal Energy issued capital and up to a 2.5-per-cent net smelter return royalty on the Highland Valley mineral claims.
Happy Creek is committed to responsible mineral resource development. The company's priority is to build and sustain mutually beneficial relationships with indigenous communities in the territories in which the company explores.
We seek Safe Harbor.
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