Happy Creek Upsizes Previously Announced Private Placement to $3,750,000

Core Viewpoint - Happy Creek Minerals Ltd has increased its non-brokered private placement to raise gross proceeds of up to C$3,750,000 due to demand, with offerings including charity flow-through units and non-flow-through units [1][3] Group 1: Offering Details - The Offering consists of charity flow-through units (FT Units) priced at C$0.07 and non-flow-through units (NFT Units) priced at C$0.05 [1] - Each FT Unit includes one flow-through common share and one half of a common share purchase warrant, while each NFT Unit includes one common share and one half of a common share purchase warrant [2] - The warrants are exercisable at a price of C$0.07 for a period of 60 months from the date of issue [2] Group 2: Use of Proceeds - Gross proceeds from the Offering will be allocated to the drilling, exploration, and development of the Fox Tungsten Project and other exploration projects in the Cariboo district of British Columbia, as well as for general working capital [3] Group 3: Tax and Regulatory Information - FT Shares will qualify as "flow-through shares" under the Income Tax Act (Canada), with proceeds used for eligible resource exploration expenses [4] - The Company will incur qualifying expenditures not less than the gross proceeds raised from the FT Shares by December 31, 2026, and will renounce these expenditures to the initial purchasers by December 31, 2025 [4] Group 4: Related-Party Transactions - Directors, management, and insiders may subscribe for securities in the Offering, which will be considered related-party transactions but exempt from formal valuation and minority approval requirements [5] Group 5: Finder's Fees and Closing Conditions - The Company may pay finders' fees in accordance with applicable securities laws and TSX Venture Exchange policies [6] - Securities issued under the Offering will be subject to a hold period of four months and one day from the closing date and are contingent on necessary approvals [6] Group 6: Company Overview - Happy Creek is focused on discovering and building resources near infrastructure, with a portfolio of diversified metals projects in British Columbia, including the high-grade Fox Tungsten deposit [9] - The Company previously closed the sale of the Highland Valley Copper Project to Metal Energy Corp, holding a 9.9% stake in Metal Energy and a potential 2.5% Net Smelter Return royalty [10]