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Happy Creek Completes $1.64M 2nd Tranche Of Financing

Mr. David Blann reports

HAPPY CREEK COMPLETES $1,645,500 SECOND TRANCHE OF PRIVATE PLACEMENT

Happy Creek Minerals Ltd. the second tranche of its non-brokered financing on July 10, 2017, which was initially announced May 30, 2017. The company has completed the second tranche of a non-brokered private placement for gross proceeds of $1,645,500 through the sale of 2.15 million common shares at a price of 20 cents per share and 4,675,000 flow-through shares at a price of 26 cents per flow-through share. The shares will be subject to resale restrictions until Nov. 8, 2017.

The company completed the first tranche of the non-brokered private placement on July 5, 2017, and has raised aggregate proceeds of $3,013,707 through the sale of a total of 6,240,035 common shares at a price of 20 cents per share and 6,791,153 flow-through shares at a price of 26 cents per flow-through share.

The proceeds from the sale of flow-through shares will be used to incur qualified exploration expenses in accordance with Canadian income tax provisions and, together with proceeds of the sale of non-flow-through shares, will be used to conduct primarily trenching and drilling on the company's Fox tungsten property in British Columbia and for general working capital.

Finders' fees to qualified agents are payable in connection with the second tranche of the financing totalling $58,310 in cash and 222,000 broker warrants. The aggregate finders' fees payable to qualified agents in connection with the first and second tranches total $134,050 in cash and 524,171 broker warrants. Each broker warrant is exercisable into one common share of the company at a price of 30 cents for a period of two years.

In connection with the non-brokered private placement, the company issued 765,035 common shares to persons that are directors or senior officers of the company. The company has determined that exemptions from the various requirements of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 are available for the issuance of the common shares to the related parties. The company relied on Section 5.5(c) of MI 61-101 for an exemption from the formal valuation requirement on the basis that the transaction is a distribution of securities for cash and Section 5.7(b) of MI 61-101 for an exemption from the minority approval requirement as the fair market value of the transaction is not more than $2.5-million. The company did not file a material change report more than 21 days in advance of the closing of the offering, which the company deems reasonable and necessary in the circumstances as the closing date of the offering had not been established at that time and the company wished to complete the offering in an expeditious manner.