Vancouver, BC, Canada, June 15, 2016 – Deer Horn Capital Inc. (CSE: DHC) (the “Company” or “Deer Horn”), announces that it will effect a debt conversion of $100,000 owing to suppliers, consultants and creditors, including some insiders. The debt conversion will consist of units ("Units") of the Company at a deemed price of $0.05 per unit (the
Each Unit issued under the Debt Conversion will consist of one common share in the capital of Deer Horn and one-half
of one common share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to
acquire one common share for a period of two years from the date of issuance at an exercise price of $0.10/share. The
Debt Conversion will result in the issuance of 2,000,000 common shares and 1,000,000 warrants. The securities issued
in connection with the Debt Conversion will be subject to a hold period expiring four months and one day from the date
of issuance of such securities.
In addition to the settlement of debt, the Company announces that it intends to raise up to $300,000 by way of a nonbrokered private placement (the "Offering") of units ("Units") of the Company at a price of $0.05 per Unit. Subject to
certain limitations discussed below, the Offering is open to all existing shareholders of the Company.
Each Unit will consist of one common share in the capital of Deer Horn and one-half of one common share purchase
warrant (each whole warrant, a "Warrant"). Each Warrant will be exercisable into one common share for a period of two
years at a price of $0.10/share.
The securities issued in connection with the Offering will be subject to a hold period expiring four months and one day
from the date of issuance of such securities.
The Offering is being offered to existing shareholders of the Company in accordance with the provisions of the Canadian
existing shareholder exemption (the “Existing Shareholder Exemption”), as well as to other investors pursuant to other
available exemptions. The Existing Shareholder Exemption is available to shareholders residing in all Canadian
provinces, other than Newfoundland and Labrador.
Shareholders of record of the Company as at June 14, 2016 (the “Record Date”) are eligible to participate under the
Existing Shareholder Exemption. Any person who becomes a shareholder of the Company after the Record Date is not
permitted to participate in the Offering using the Existing Shareholder Exemption but other exemptions may still be
available to them. Shareholders who became shareholders after the Record Date should consult their professional
advisors when completing their subscription form to ensure that they use the correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption, namely, the subscriber
must: (a) be a shareholder of the Company on the Record Date, (b) be purchasing the Units as a principal and for their
own account and not for any other party, and (c) may not subscribe to more than $15,000 of securities from the Company
in any 12 month period. In the event that a subscriber wants to subscribe for more than the $15,000 value of securities
then they may do so provided they have first received 'suitability advice' from a registered investment dealer. In this case
subscribers will be asked to confirm the registered investment dealer's identity and employer.
The Offering is not subject to any minimum aggregate subscription. If subscriptions received for the Offering based on
all available exemptions exceed the maximum Offering amount of $300,000, Units will be allocated pro rata amongst all
subscribers qualifying under all available exemptions.
Any existing shareholders interested in participating in the Offering should contact the Company pursuant to the contact
information set forth below.
On behalf of the board of directors of Deer Horn Capital Inc.
President and CEO
For further information please contact:
Deer Horn Capital Inc.
(604) 789 5653
Neither the Canadian Securities Exchange nor its regulations services accepts responsibility
for the adequacy or accuracy of this release.
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in
the future are forward-looking statements. In particular, this news release contains forward-looking information regarding the shares for debt transaction. These
forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions,
expected future developments and other factors it believes are appropriate in the circumstances. These assumptions include, but are not limited to: future costs
and expenses being based on historical costs and expenses, adjusted for inflation; and market demand for, and market acceptance of, the shares for debt
transaction. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions,
forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company’s control. Readers should not place
undue reliance on forward-looking statements. Except as required by law, the Company does not intend to revise or update these forward-looking statements
after the date hereof or revise them to reflect the occurrence of future unanticipated events.