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Pinehurst Capital I Announces Minor Amendments to Agreement with Silver Bullet Mines Inc. and Provides Financing Update

V.SBMI

TORONTO, March 29, 2021 (GLOBE NEWSWIRE) -- Pinehurst Capital I Inc. (TSXV: PHT.P) (the " Corporation " or " Pinehurst "), a capital pool company listed on the TSX Venture Exchange (" TSXV "), and further to its previously proposed qualifying transaction (the " Transaction ") with Silver Bullet Mines Inc. (“ SBMI ”), is pleased to provide an update on the Transaction and associated financing (the “ SBMI Financing ”).

Pinehurst and SBMI made minor amendments to the definitive agreement between them. The amendments:

  • extend the outside date to closing the Transaction to April 30, 2021; and
  • change the definition of “SBMI Financing" to mean one or more non-brokered private placements of securities of SBMI (but, for greater certainty, excluding the SBMI Convertible Note) for aggregate gross proceeds of no less than $2,009,200 at a price or prices to be determined by SBMI, acting reasonably (the “ Minimum ”).

With respect to the SBMI Financing, Pinehurst has been advised by SBMI that it has received cash and subscription agreements which when added together aggregate to more than the Minimum. SBMI intends to continue with the SBMI Financing, but intends to close off the SBMI Financing on or about March 31, 2021. SBMI reserves the right to add to the SBMI Financing after that date if deemed appropriate by SBMI’s board.

Pinehurst’s press release of March 10, 2021 spoke of site preparation, exploration and development operations currently underway at SBMI’s Buckeye Silver Mine in Arizona. Pictures of these current and past activities at the Buckeye Mine and some of SBMI’s equipment are available at https://www.silverbulletmines.com/about .

“We thank our team for the great faith they have shown in us by exceeding the financing minimum,” said John Carter, SBMI’s CEO. “In our opinion that significantly reduces transaction risk and allows us to push forward with the exploration and development in anticipation of the bulk sampling operations at the Buckeye.”

Please visit SBMI’s website www.silverbulletmines.com or follow SBMI on Twitter @bulletmines.

This news release is approved by Ronald J. Wortel, P. Eng, the President of SBMI, who is a Qualified Person in accordance with NI 43-101

For further information, please contact:

David Rosenkrantz
Pinehurst Capital I Inc., CEO
e: drosenkrantz@patica.ca
p: +1 416-865-0123

Peter M. Clausi
Silver Bullet Mines Inc., VP Capital Markets
e: pclausi@silverbulletmines.com
p: +1 416-890-1232

Information concerning Silver Bullet has been provided to the Corporation by Silver Bullet for inclusion in this press release.

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable pursuant to Exchange Requirements (as that term is defined in the policies of the TSXV), majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.

Readers are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSXV has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release. Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

The securities referenced herein have not been, nor will be, registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent U.S. registration or an applicable exemption from U.S. registration requirements. This release does not constitute an offer for sale of securities in the United States.

Cautionary and Forward-Looking Statements

This news release contains certain statements that constitute forward-looking statements as they relate to Pinehurst, Silver Bullet, their respective leadership teams and the intended Resulting Issuer. Forward-looking statements are not historical facts but represent management's current expectation of future events, and can be identified by words such as “believe”, “expects”, “will”, “intends”, “plans”, “projects”, “anticipates”, “estimates”, “continues” and similar expressions. Although management believes that the expectations represented in such forward-looking statements are reasonable, there can be no assurance that they will prove to be correct.

By their nature, forward-looking statements include assumptions and are subject to inherent risks and uncertainties that could cause actual future results, conditions, actions or events to differ materially from those in the forward-looking statements. If and when forward-looking statements are set out in this new release, Pinehurst will also set out the material risk factors or assumptions used to develop the forward-looking statements. Except as expressly required by applicable securities laws, Pinehurst assumes no obligation to update or revise any forward-looking statements. The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: closing on the Transaction as described above in a timely manner; the pilot plant and assay equipment may not function as expected; SARS CoV-2; reliance on key personnel; shareholder and regulatory approvals; activities and attitudes of communities local to the location of the Property; risks of future legal proceedings; income tax matters; availability and terms of financing; distribution of securities; commodities pricing; currency movements, especially as between the USD and CDN; effect of market interest rates on price of securities; and, potential dilution. SARS CoV-2 creates risks that at this time are immeasurable and impossible to define.