Toronto: TSX-V: MHI
Frankfurt: MLN/WKN: A1JKJN
OTC Market (US): MHIFF
VANCOUVER, BC, April 30, 2021 /CNW/ - Mineral Hill Industries
Ltd. (the "Company" or "Mineral Hill") wishes to announce that
on April 29, 2021, it submitted the
request to the TSXV to settle its outstanding debt to insiders
through the issuance of 1,231,404 common shares to Merfin
Management Limited ("Merfin") and 42,867 common shares to
Andrew von Kursell ('AvK") in order
to eliminate the cash advances provided by Merfin and Avk (jointly
called "Insider Debt") of CAD 277,066
and CAD 9,645 respectively.
The proposed share price for the settlement shares will be
CAD 0.225 and will have no warrants
attached. None of the Insider Debt include any interest nor salary
payments and have always been recorded in the Company's audited
year-end financial statements from 2018 to 2020 as well as in all
quarterly financials.
Merfin is a holding company, of which Dieter Peter is President, that provided the
accumulated loan interest free for project payments, general
working capital in order to keep the Company in good standing and
to be able to meet its administrative obligations including the
required fees to regulatory bodies since December 2018. The loan from AvK consisted of
accumulated cash expenses.
Mr. Peter and Mr. von Kursell
provided unpaid services for the Company in their respective
capacities as Officers and Directors of Mineral Hill since 2013
which was duly disclosed in Mineral Hill's financial statements as
well. The cash provided by Merfin and Avk are considered to be a
"related party transaction" as defined under Multilateral
Instrument 61-101 ("MI 61-101"). The Company will be relying on
exemptions 5.5(g) and 5.7(e) of MI 61-101 and will be exempt from
the formal valuation and minority shareholder approval
requirements.
The Company's independent Directors, acting in good faith,
having approved all previous loans, have determined that the
proposed issuance of common shares in the capital of the Company is
preferable to large and long outstanding insider loans and
reasonable in the current circumstances of the Company. The
issuance of shares is not creating a new control person. Both
Merfin and AvK are showing good faith in the Company's proposed and
future acquisitions and through the proposed debt settlement
investors can be assured that any proposed funds raised will not be
used to pay off those long-term outstanding insider loans.
Merfin and AvK agreed to a minimum voluntary holding period of
four months for the debt settlement shares from its issuance
date.
The Company seeks Safe Harbor
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of
this release.
This news release may contain forward-looking statements
based on assumptions and judgments of management regarding future
events or results. Such statements are subject to a variety of
risks and uncertainties which could cause actual events or results
to differ materially from those reflected in the forward-looking
statements. There is no assurance the private placement, property
option or reinstatement of trading referred to above will close on
the terms as stated, or at all. The Company disclaims any intention
or obligation to revise or update such statements.
The securities which may
be offered have not been, nor will be, registered under the United States Securities Act of 1933, as
amended, and may not be offered or sold in the United States or to U.S. persons without
registration or applicable exemption from the registration
requirement of such Act. This release does not constitute an offer
for sale of such securities in the United
States of America.
SOURCE Mineral Hill Industries Ltd.