Vancouver, B.C. – HM Exploration Corp. (“HM Exploration” or the “Company”) (CSE: HM) announces that further to its January 10, 2025 news release, the Company has closed its non-brokered private placement of flow-through shares (each, a “FT Share”) for aggregate proceeds of $140,000 (the “Offering”). The Company has issued on a flow-through basis under the Income Tax Act (Canada) 1,400,000 FT shares at a price of $0.10 per FT Share for gross proceeds of $140,000.
The gross proceeds from the sale of the FT Shares will be used by the Company to incur eligible “Canadian exploration expenses” that will qualify as “flow-through mining expenditures” as such terms are defined in the Income Tax Act (Canada) (the “Qualifying Expenditures“) related to the Company’s Devil’s Den Project located in British Columbia (the “Property”). All Qualifying Expenditures will be renounced in favour of the subscribers of the FT Shares effective December 31, 2025.
The Offering constitutes a “related party transaction” within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“) as (1) Nicholas Rodway, the Chief Executive Officer and a director of the Company, subscribed for an aggregate of 700,000 FT Shares for aggregate proceeds of $70,000; (2) Joshua Vann, a director of the Company, subscribed for an aggregate of 150,000 FT Shares for aggregate proceeds of $15,000; and (3) Alan Lu, Corporate Secretary and a director of the Company, subscribed for an aggregate of 50,000 FT Shares for aggregate proceeds of $5,000. The Company relied on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 with respect to the insider participation in the Offering as the fair market value of the consideration of the securities issued to the related party did not exceed 25% of the Company’s market capitalization. The Company did not file a material change report in respect of the participation of the insiders in the Offering at least 21 days before closing of the Offering as the participation of the insiders was not determined at that time.
All securities issued in connection with the Offering are subject to a statutory hold period of four months and one day.
The securities issued pursuant to the Offering have not been, nor will they 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 in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.
NATIONAL INSTRUMENT 43-101 DISCLOSURE
Nicholas Rodway, P.Geo, (Licence# 46541) (Permit to Practice# 100359) is CEO and Director of the Company, and a qualified person as defined by National Instrument 43-101- Standards of Disclosure for Mineral Projects. Mr. Rodway has reviewed and approved the technical content in this release.
ABOUT HM EXPLORATION CORP.
HM Exploration Corp. (CSE: HM) is a Canadian mineral exploration company focused on the acquisition and development of mineral projects in Canada. The Company is currently advancing the Devils Den Project, an exploration-stage exploration project that consists of two contiguous claims totaling approximately 3,200 hectares, located on Vancouver Island, British Columbia. The Company conducted an exploration program on the project in 2022, and four geochemical grids were established to identify possible buried mineralization in areas of possible anomalous gold, copper, and other minerals. Multiple high grade mineral occurrences were uncovered including Cu values of up to 4.68% at surface. The Project hosts multiple historical adits with high-grade surface occurrences that remain undrilled. HM Exploration believes that there has been a lack of adequate modern exploration techniques applied to the project in the past and this presents the opportunity for significant new discoveries.
On Behalf of the Board of Directors
HM EXPLORATION CORP.
“Nicholas Rodway”
Director & CEO
info@hmexploration.com
FORWARD LOOKING STATEMENTS
Certain statements in this news release are forward-looking statements, including with respect to future plans, and other matters. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Such information can generally be identified by the use of forwarding-looking wording such as “may”, “expect”, “estimate”, “anticipate”, “intend”, “believe” and “continue” or the negative thereof or similar variations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company, including but not limited to, business, economic and capital market conditions, the ability to manage operating expenses, dependence on key personnel, that certain exploration methods, including the Company’s proposed exploration model for the Property, may be ineffective or inadequate in the circumstances, that competitive, governmental, geopolitical, environmental and technological factors may affect the Company’s operations and markets, that the Company’s specific plans and timing thereof may change, that the Company may not have access to or be able to develop any minerals because of cost factors, type of terrain, or availability of equipment and technology, and that the Company may not be able to raise sufficient funds to carry out or complete its plans. Forward looking statements in this news release include, but are not limited to, statements with respect to the Offering and the intended use of proceeds therefrom. Such statements and information are based on numerous assumptions regarding present and future business strategies and the environment in which the Company will operate in the future, anticipated costs, and the ability to achieve goals. Factors that could cause the actual results to differ materially from those in forward-looking statements include, the continued availability of capital and financing, litigation, failure of counterparties to perform their contractual obligations, loss of key employees and consultants, and general economic, market or business conditions. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The reader is cautioned not to place undue reliance on any forward-looking information.
The Canadian Securities Exchange (CSE) does not accept responsibility for the adequacy or accuracy of this release.