Horwood Exploration Corp. Closes Private Placement, Filing of Early Warning Reports and a Corporate Update

VANCOUVER, BC / ACCESSWIRE / April 9, 2024 / Horwood Exploration Corp. ("Horwood" or the "Company"), is pleased to announce that it has closed on April 8, 2024 a non-brokered private placement of 1,000,000 units in the capital of the Company (each, a "Unit") at a price of $0.05 per Unit for aggregate gross proceeds of up to $50,000 (the "Offering").

Each Unit purchased includes one common share (each, a "Common Share") and one common share purchase warrant (each a "Warrant"). Each whole Warrant entitles the holder to purchase one additional Common Share for a period of thirty-six (36) months at a price of CAD $0.10 per Common Share.

The Company will use the proceeds raised from the Offering for working capital purposes. The Company did not pay any finder's fees.

All securities issued in connection with the Offering are subject to a statutory hold period of four months plus one day from the date of issuance in accordance with applicable securities legislation.

The securities issued pursuant to the Offering have not, nor will they be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons in the absence of U.S. registration or an applicable exemption from the U.S. registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful.

Early Warning Reports

As a result of the Offering three shareholders acquired the Units or suffered a diluted. Immediately prior to the Offering, Mr. Perry English owned 1,200,000 Common Shares of the Company, which represented 7.62% of the issued and outstanding Common Shares of the Company on a non-diluted basis, and 10.46% on a partially diluted basis. As a result of the Offering, Mr. English owns 1,400,000 Common Shares of the Company, which represent 8.36% of the issued and outstanding Common Shares of the Company on a non-diluted basis, and 2,100,000 Common Shares of the Company, which represent 12.03% of the issued and outstanding Common Shares of the Company on a partially diluted basis.

Immediately prior to the Offering, Mr. Victor Cantore owns 2,400,000 Common Shares of the Company, which represented 15.24% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 20.30% on a partially diluted basis. Immediately after the Offering, his ownership fell to 14.32% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 19.15% of the issued and outstanding Common Shares of the Company on a partially diluted basis. The dilution arose solely as a result of the Offering without any action being taken by Mr. Cantore.

Also, immediately prior to the Offering, Ms. Pamel Kate Misener owned 1,200,000 Common Shares of the Company, which represented 7.62% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 10.46% on a partially diluted basis. Immediately following the Offering, her ownership fell to 7.16% of the issued and outstanding Common Shares of the Company on a non-diluted basis and 9.86% of the issued and outstanding Common Shares of the Company. The dilution arose solely as a result of the Offering without any action being taken by Ms. Misener and she is no longer a significant shareholder.

The shareholders' acquisitions and dispositions were made in connection with their existing investment in the Company. In accordance with applicable securities laws, the shareholders may, from time to time and at any time, acquire additional shares and/or other equity, debt or other securities or instruments (collectively, "Securities") of the Company in the open market or otherwise, and reserves the right to dispose of any or all of their Securities in the open market or otherwise at any time and from time to time, and to engage in similar transactions with respect to the Securities, the whole depending on market conditions, the business and prospects of the Company and other relevant factors.

Early warning reports will be filed under Horwood's profile on the SEDAR+ website at www.sedarplus.ca. To obtain more information or to obtain a copy of the early warning reports filed in respect of this press release, please contact Mr. Eric Allard, interim CEO by e-mail at ea@semmgeo.com or by mail at 9285 203B Street, Langley BC, V1M 2L9.

Corporate Update

The Company's President, CEO and Executive Officer, Mr. Victor Cantore resigned from his positions, effective March 21, 2024. The Board of Directors is very grateful to Mr. Cantore for his valuable contributions. Eric Allard, who currently serves as a director of the Company, will act as interim CEO while the board of directors reviews potential candidates to fill the position permanently.

About the Company

Horwood is a Canadian company. The Company is engaged in the acquisition and exploration of mineral properties. The Company currently has an option to acquire a one hundred percent (100%) undivided interest in the Horwood Property. The Horwood Property is comprised of two hundred and ninety-six (296) mining claim cells, arranged into forty-five (45) Multicell Claims which form two non-contiguous blocks, covering a total area of 68.36 km2 after accommodating for overlaps with private patented claims located in Horwood and Silk Townships in the Sudbury District of Ontario, approximately 90 kilometers southwest of Timmins in a straight line.

The Company's exploration program will be primarily focused on gold exploration.

ON BEHALF OF THE BOARD,

Eric Allard, Interim CEO and Director
Email: ea@semmgeo.com
Tel: 1-581-996-3007

Forward-Looking Statements

This press release contains certain forward-looking statements as well as historical information. Readers should not rely on information in this summary for any purpose other than for gaining general knowledge of the Company. The words "expected", "will" and similar expressions are intended to be among the statements that identify forward-looking statements. Although the Company believes that its expectations as reflected in any forward-looking statements, are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. Except as required by law, the Company undertakes no obligation to update these forward- looking statements in the event that management's beliefs, estimates, opinions or other factors should change.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.

SOURCE: Horwood Exploration Corp.