Eagle Hill Exploration Corporation

Eagle Hill Exploration Corporation

April 22, 2014 07:00 ET

Eagle Hill Exploration Re-Prices and Increases Previously Announced Financing

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 22, 2014) -


Eagle Hill Exploration Corporation (TSX VENTURE:EAG)(OTCQX:EHECF)(FRANKFURT:EH0) ("Eagle Hill" or the "Company") today announced that the Company is both re-pricing and increasing the non-brokered private placement announced on March 28, 2014. Under the revised terms of the private placement (the "Revised Offering"), the Company intends to raise up to $3.5 million by issuing approximately 70 million units of the Company (the "Units") at $0.05 per Unit. Each Unit will consist of one common share (a "Share") and one share purchase warrant (a "Warrant") of the Company. Each Warrant will entitle the holder to acquire one Share at a price of $0.08 for a period of two years following closing of the Revised Offering. The Shares, Warrants and Shares issued upon exercise of the Warrants will be subject to a four-month hold from the date of closing of the Revised Offering.

Dundee Corporation ("Dundee") and Southern Arc Minerals Inc. ("Southern Arc") have agreed to participate in the private placement, investing approximately $1 million each. Eagle Hill is offering up to $1.5 million to interested investors, and will pay a 6% cash finder's fee for placement of up to 30 million Units. Interested investors should contact Eagle Hill's Corporate Secretary at 1-855-597-5791 or by email at info@eaglehillexploration.com. Proceeds from the Revised Offering will be used for general working capital and to advance the Windfall Lake Gold Project.

The Revised Offering is subject to approval by the TSX Venture Exchange. The originally announced private placement contemplated raising up to $2.5 million by issuing units at $0.07 per unit, with warrants priced at $0.10.

Southern Arc and Dundee's participation in the private placement is in compliance with Multilateral Instrument 61-101 ("MI 61-101"). Eagle Hill will rely on exemptions from the formal valuation and minority approval requirements under MI 61-101 based on a determination that neither the fair market value of the Units being issued to the related parties, nor the consideration being received for such Units, exceeds 25% of Eagle Hill's market capitalization. The Offering was approved by all independent directors of Eagle Hill. In August 2013, Southern Arc and Dundee invested an aggregate of $12 million to purchase a controlling interest in Eagle Hill. Upon closing of the Revised Offering, it is anticipated that Dundee will own 28.8% of Eagle Hill on an undiluted basis, and 28.2% on a fully diluted basis. It is anticipated that Southern Arc will own 25.6% of Eagle Hill on an undiluted basis, and 29.6% on a fully diluted basis.

The securities offered have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This news release does not constitute an offer to sell or the solicitation of any offer to buy nor will there be any sale of these securities in any province, state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such province, state or jurisdiction.

On Behalf of the Board of Directors

John Proust, Chief Executive Officer

About the Windfall Lake Gold Project

The Windfall Lake gold deposit comprises a number of lenses of pyritic stockwork and shear zones situated in the Archean Urban-Barry Greenstone Belt, approximately 200 km northeast of Val d'Or, Quebec. SRK Consulting (Canada) Inc. prepared a mineral resource statement for Eagle Hill in compliance with National Instrument 43-101 in February 2014 comprising 2,375,000 tonnes at 9.75 g/t gold (744,000 ounces) in the indicated category and 3,084,000 tonnes at 7.37 g/t gold (731,000 ounces) in the inferred category. The bulk of the mineralization occurs in the Main Zone, a southwest/northeast trending zone of stacked mineralized lenses, measuring approximately 600 metres wide and at least 1,400 metres long.

About Eagle Hill Exploration Corporation

Eagle Hill Exploration Corporation is a Canadian mineral exploration company focused on the exploration and development of the high-grade Windfall Lake Gold Deposit, located between Val-d'Or and Chibougamau in Quebec. In August 2013, Southern Arc and Dundee invested an aggregate of $12 million to purchase a controlling interest in Eagle Hill and fund an aggressive exploration program. More information is available at www.eaglehillexploration.com.

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

Qualified Person

The technical information in this document has been reviewed by Eagle Hill's Vice President Exploration, Jean-Philippe Desrochers, PhD, PGeo, who has sufficient experience relevant to the style of mineralization under consideration and qualifies as a Qualified Person as defined by National Instrument 43-101.

Cautionary Note Regarding Forward-looking Statements

This document contains certain forward-looking information and forward-looking statements within the meaning of applicable securities legislation (collectively "forward-looking statements"). The use of any of the words "conditional", "raising, "will", and similar expressions are intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. Such forward-looking statements should not be unduly relied upon. This document contains forward-looking statements and assumptions pertaining to the ability of the Company to close the Offering; the granting of regulatory approval; the timing of receipt of regulatory approvals; and the use of proceeds raised from the offering. Actual results achieved may vary from the information provided herein as a result of numerous known and unknown risks and uncertainties and other factors, including uncertainty related to market conditions that prevent the Company from closing the Offering on acceptable terms or at all; and global financial market events that cause significant volatility. Readers are cautioned that the foregoing list of factors is not exhaustive. The forward-looking statements contained in the document are expressly qualified by this cautionary statement. These statements speak only as of the date of this document and the Company does not undertake to update any forward-looking statements that are contained in this document, except in accordance with applicable securities laws.

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