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Mineral Hill clarifies financing tranche not closed

2020-02-21 20:30 ET - News Release

An anonymous director reports

MINERAL HILL PROVIDES CLARIFICATION IN RESPECT OF ITS FEBRUARY 13TH, 2020 NEWS RELEASE

Mineral Hill Industries Ltd. is making certain clarifications concerning its news release dated Feb. 13, 2020.

The company has not, as of the date of this news release, issued any securities on account of the first tranche of its non-brokered private placement (PP1) previously announced on Feb. 13, 2020. The formal closing and issuance of securities in connection with PP1 must be predicated on the approval of the TSX Venture Exchange in accordance with its policies, particularly Policy 5.2 (Change of Business and Reverse Takeovers) and Policy 4.1 (Private Placements).

The eventual closing of PP1 and subsequent private placements is a condition to the definitive acquisition agreement (DA-Agr), dated Jan. 28, 2020, with Southern Colorado Real Estate Ventures Holdings LLC (SCRH) announced in the company's news release on Feb. 3, 2020. The DA-Agr with SCRH relates to a proposed change of business transaction, of which the company is working toward conditional approval from the TSX-V. To this date, the TSX-V has not provided conditional approval on the proposed change of business transaction with SCRH or PP1.

As of the date of this news release, Mineral Hill has received subscription agreements for PP1 in the amount of $2,146,053, relating to the subscription of 2,146,053 common shares at a deemed issue price of $1 per share. With respect to the $2,146,053 of subscription agreements, funds in the amount of $1,575,314 have been deposited with the company. No finders' fees will be paid by the company in connection with PP1.

The company has designated the part of proceeds of PP1 for general working capital purposes and has allocated part of the proceeds as a bridge financing to SCRH. Out of the $1,575,314 received by the company, $1,016,103 is being held by the company in its general accounts, $600,000 of which is designated for working capital purposes. The company has advanced $425,000 (U.S.) ($559,210) for the benefit of SCRH for SCRH to secure interests in various south Florida properties.

Specifically, $250,000 (U.S.) was advanced by the company on an unsecured basis as a down payment for SCRH to secure a buyout agreement for an additional 40-per-cent joint venture interest in the Lazy Lakes recreational vehicle resort in Key West, Fla.; $25,000 (U.S.) was advanced by the company on an unsecured basis for SCRH to secure 85 per cent of a strip shopping centre on 74 Component Dr., Pueblo, Colo.; $30,000 (U.S.) was advanced by the company on an unsecured basis for SCRH to secure an interim lease on 74 Component Dr., Pueblo West, Colo., 81007; and $120,000 (U.S.) was advanced by the company on an unsecured basis for SCRH to secure property on four farms on Galbreth Dr., Pueblo, Colo., 81005.

The company's loans to SCRH for the aforementioned property deals have not received acceptance from the TSX-V.

About Mineral Hill Industries Ltd.

Mineral Hill is in the process of changing its business direction by launching a change-of-business transaction with Southern Colorado Real Estate Ventures Holdings LLC, a privately held real estate investment company which leases its real estate tracts and properties to RV parks, agriculture cultivation centres and businesses in Florida and Colorado.

Subsequent to the regulatory approval of the transaction, Mineral Hill will be trading under the name of MHI Real Estate Investment Corp. and focus on its unique, specialty real estate assets that generate multiple revenue streams in rapidly growing sectors in North America. MRC expects that its assets will provide investors access to unique, diversified real estate opportunities that generate positive cash flow and provide a solid foundation for the company's objective to expand its business internationally.

We seek Safe Harbor.

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