Huntington Announces C$5,000,000 Best Effort Private Placement

/NOT FOR DISTRIBUTION IN THE UNITED STATES OR THROUGH US NEWSWIRE SERVICES./

CALGARY, AB, May 21, 2021 /CNW/ - Huntington Exploration Inc. (TSXV: HEI) ("Huntington" or the "Company") is pleased to announce that it has entered into an agreement with Canaccord Genuity Corp. and Sprott Capital Partners, to act as co-lead agents, on behalf of a syndicate of agents including Cormark Securities Inc. (collectively, the "Agents") for a marketed private placement of units ("HD Units") at a price of C$0.28 per HD Unit ("HD Offering Price") and flow-through units ("FT Units") at a price of C$0.35 per FT Unit ("FT Offering Price"), for total gross proceeds of C$5,000,000 ("Offering"). Each FT Unit shall consist of one common share of the Company and one-half of one transferable common share purchase warrant (each whole common share purchase warrant, a "Warrant"), each of which will not qualify as a "flow-through share" (within the meaning of subsection 66(15) of the Income Tax Act (Canada) (the "Tax Act"). Each HD Unit shall consist of one common share of the Company and one-half Warrant. Each Warrant will entitle the holder thereof to purchase one common share of the Company at an exercise price of C$0.40 for a period of 2 years following the closing of the Offering. 

Closing is expected on or about June 10, 2021 and is subject to the approval of the TSX Venture Exchange (the "Exchange") and other necessary regulatory approvals.

The proceeds raised from the sale of FT Shares will be used to incur "Canadian exploration expenses" that are "flow-through mining expenditures" (as such terms are defined in the Tax Act) on the Company's flagship properties in Ontario, Canada prior to December 31, 2022 (or such other period as may be permissible under applicable tax legislation), and to renounce all such expenditures in favour of the subscribers of the FT Units effective December 31, 2021.  The proceeds raised from the sale of HD Units will be used for general working capital purposes and for exploration on the Company's other Ontario properties.

The Company intends to complete a contemporaneous non-brokered private placement on the same terms of the FT Units at the FT Offering Price for aggregate gross proceeds of C$2,500,000. Closing of the Offering is not contingent on the closing of the non-brokered private placement.

Completion of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Exchange and applicable securities regulatory authorities. All securities issued and issuable pursuant to the Offering will be subject to a hold period of four months and one day after the date of issuance. In connection with the Offering, the Company may pay commissions to eligible persons in accordance with the policies of the Exchange.

This news release does not constitute an offer to sell or a solicitation of an offer to sell of any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Huntington

Huntington is dedicated to the application of good geoscience in an environmentally responsible manner. We practice the policies and procedures of the E3 Program developed by the Prospectors and Developers Association of Canada. We are planning our 2021 exploration program on our Quartz Lake Project.

Huntington's Quartz Lake Project claims previously referred to as the Birch-Uchi Project, cover 11,280 hectares in 6 separate claim blocks in the Birch-Uchi region east of Red Lake. Field work will commence with a detailed gold in till and geochemical sampling program following on the recent successful application of the Geological Survey of Canada and Teck protocol, by Prosper Gold on their contiguous Golden Sidewalk Project property.

The Prosper exploration work has successfully demonstrated the potential of the 'Red Lake – Dixie' exploration model to be applicable in this area. Regionally, gold mineralization has been found follow a formational magnetic signature that parallels the regional Balmer – Narrow Lake Assemblage (Confederation Group) unconformity. Prosper Gold has announced the recovery of a significant numbers of pristine (rough and angular) gold grains recovered from systematic till samples and are currently in the midst of a 10,000 m drill program.

The formational magnetic feature and the projected unconformity highlighted by Prosper trends onto Huntington's Key-Hole Claims, where a till sampling program will commence as soon as field conditions permit.

ON BEHALF OF THE BOARD OF HUNTINGTON EXPLORATION
"Bryan Wilson"
President & CEO
416-543-9945
[e-mail]

Note: Website development is ongoing with expected release in late Q2 2021

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward-Looking Information: This news release contains "forward-looking information" within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein are forward-looking information. Generally, forward-looking information may be identified by the use of forward-looking terminology such as "plans", " expects" or "does not expect", "proposed", "is expected", "budgets", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. In particular, this news release contains forward-looking information regarding: the use of proceeds of the Offering, the closing of the Offering, tax treatment of the FT Units and renunciation of the expenditures to the FT Unit Purchasers. There can be no assurance that such forward-looking information will prove to be accurate, and actual results and future events could differ materially from those anticipated in such forward-looking information. This forward-looking information reflects Huntington's current beliefs and is based on information currently available to Huntington and on assumptions Huntington believes are reasonable. These assumptions include, but are not limited to: TSXV acceptance of the Offering; market acceptance and approvals, including TSXV acceptance; and the anticipated closing date for the Offering. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Huntington to be materially different from those expressed or implied by such forward-looking information. Such risks and other factors may include, but are not limited to: general business, economic, competitive, political and social uncertainties; general capital market conditions and market prices for securities; delay or failure to receive board or regulatory approvals; the actual results of future operations; competition; changes in legislation, including environmental legislation, affecting Huntington; the timing and availability of external financing on acceptable terms; and lack of qualified, skilled labour or loss of key individuals. A description of additional assumptions used to develop such forward-looking information and a description of additional risk factors that may cause actual results to differ materially from forward- looking information can be found in Huntington's disclosure documents on the SEDAR website at www.sedar.com. Although Huntington has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are cautioned that the foregoing list of factors is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking information as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Forward-looking information contained in this news release is expressly qualified by this cautionary statement. The forward-looking information contained in this news release represents the expectations of Huntington as of the date of this news release and, accordingly, is subject to change after such date. However, Huntington expressly disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as expressly required by applicable securities law.

SOURCE Huntington Exploration Inc.

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