Pinehurst Capital II Inc. Announces Filing of Statement of Filing Regarding its Qualifying Transaction with Halcones Precious Metals Inc.

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TORONTO, ON, Sept. 13, 2022 (GLOBE NEWSWIRE) — Pinehurst Capital II Inc. (TSXV: PINH.P) (the “Company”), a capital pool company, as defined in the policies of the TSX Venture Exchange (the “TSXV“), is pleased to announce that, in connection with its previously announced “qualifying transaction” (the “Transaction”) in accordance with TSXV Policy 2.4 – Seed capital companies (there “CPC Policy”) with Halcones Precious Metals Inc. (“Halcones“), the Company has today filed a filing statement in connection with the Transaction (the “Filing statement”) on the Company’s profile on SEDAR at www.sedar.com. Following the completion of the Transaction, the Company (the “resulting Transmitter”) will continue Halcones operations and intends to change its name to “Halcones Precious Metals Corp.”.

Completion of the transaction is subject to a number of conditions, including, but not limited to, receipt of all required regulatory approvals, including final TSXV approval and satisfaction of other conditions of usual closing. Upon closing of the Proposed Transaction, the Company is expected to meet all of the minimum TSXV listing requirements for a Level 2 Mining Issuer (as defined in the policies of the TSXV).

Trading in the common shares of the Company will remain halted until such time as the TSXV may determine, subject to compliance with certain requirements under the CPC Policy. It is expected that the common shares of the Company, as the resulting issuer, will resume trading under the symbol “HPM” on or about September 22, 2022, following the completion of the transaction and the issuance of a notice. final exchange by TSXV in respect of the closing of the Transaction.

Further details of the transaction can be found in the filing statement. The Company will provide additional updates regarding the transaction in future press releases.

About Pinehurst Capital II Inc.

The Company is a capital pool company listed on the TSX Venture Exchange. The Company has no trading activities and has no assets other than cash. The sole activity of the Company is to identify and evaluate assets or businesses with a view to carrying out a Qualifying Transaction, in accordance with TSXV policy 2.4.

About Halcones Precious metals Inc..

Halcones is a private company incorporated under the laws of the Province of Ontario which holds an option (the “Option”) to acquire 100% of the rights, titles and interests of the Carachapampa project located in Diego de Almagro, Copiapo, Chile (the “Carachapampa Project“or the”Project”). Halcones was incorporated on July 5, 2021.

For further away information, please Contact:

From Halcones Precious Metals Inc.
Laurent Guy, Director
416-930-7660
[email protected]

From Pinehurst Capital II Inc.
David Rosenkrantz, CEO
416-865-0123
[email protected]

The TSXV has in no way expressed an opinion on the merits of the Transaction and has neither approved nor disapproved of the content 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 press Release.

Precautionary To note Re avant-garde Declarations

This press release contains statements that constitute “forward-looking statements”. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements or developments of the Company to differ materially from any anticipated results, performance or achievements expressed or implied by these forward-looking statements. There can be no assurance that such statements will prove to be accurate and actual results, and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include failure to satisfy the conditions to the completion of the Transaction set forth above and other risks detailed from time to time in documents filed by the Company in accordance with applicable Canadian securities laws. .

Although the Company believes, in light of the experience of its officers and directors, current conditions and expected future developments and other factors which have been deemed appropriate, that the expectations reflected in such forward-looking information are reasonable, it should not be unduly relied upon as the Company cannot guarantee that they will prove to be accurate. When used in this press release, the words “estimate”, “project”, “believe”, “anticipate”, “intend”, “expect”, “plan”, “predict “, “may” or “should” and the negative of these words or such variations or comparable terminology are intended to identify forward-looking statements and information. The forward-looking statements and information contained in this press release include information relating to the Resulting Issuer’s business plans, the listing of the Resulting Issuer’s shares on the TSX Venture Exchange and the completion of the Transaction. . These statements and information reflect the Company’s current view. Risks and uncertainties that may cause actual results to differ materially from those contemplated in such forward-looking statements and information.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements, or other future events, to differ materially from the results, performance or future achievements expressed or implied by such forward-looking statements. These factors and risks include, among others: (a) after completion of the Transaction, the Company may need additional financing from time to time in order to continue its operations, which may not be available when needed or at acceptable terms; (b) compliance with government regulations; (c) domestic and foreign laws and regulations could adversely affect the Company’s business and results of operations; (d) the stock markets have experienced volatility which has often been unrelated to the performance of the companies and such fluctuations may have an adverse effect on the price of the Company’s securities, regardless of its operational performance; (e) the impact of COVID-19; and (f) the potential inability of the Company and Halcones to complete the Transaction.

The forward-looking information contained in this press release represents the Company’s expectations as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward-looking information and should not rely on such information as of any other date. The Company undertakes no obligation to update these forward-looking statements if management’s beliefs, estimates or opinions, or other factors, should change.

This press release does not constitute an offer to sell or a solicitation of an offer to buy securities. in the United states. The Companys securities have not has been and will be not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Law“) or any state securities law and may not be offered or sold in the United States or to United States persons unless registered under United States securities law and applicable state securities laws securities or an exemption from such registration.

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