Vancouver, British Columbia–(Newsfile Corp. – July 20, 2021) – Hansco Capital Corp. (TSXV: HCO.P) (“Hansco” or the “Company”) is pleased to provide an update respecting its previously announced transaction (the “Transaction”) with Aurex Energy Corp. (“Aurex”) (see Hansco’s’s press release dated May 7, 2021), pursuant to which Hansco will acquire 100% of the issued and outstanding common shares of Desert Strike Resources (US) Inc. (“DSRI”) from Aurex. DSRI holds a 70% right, title and interest in and to the Cook Property (the “Property”) located in Humboldt County, Nevada, subject to a 2.5% net smelter royalty interest (the “NSR”).
Hansco, Aurex and DSRI have now entered into a share purchase agreement dated as of July 19, 2021 (the “Share Purchase Agreement”) respecting the Transaction. Pursuant to the Share Purchase Agreement, Hansco will acquire 100% of the issued and outstanding common shares of DSRI from Aurex. As consideration, Hansco will issue an aggregate of 14,000,000 Shares to Aurex at a deemed price of $0.15 per Share, representing aggregate consideration of $2,100,000. The Transaction is subject to completion of certain conditions precedent, including without limitation: the preparation and filing of a Filing Statement with the Exchange; completion by Hansco of a private placement for gross proceeds of no less than $2,000,000; and receipt of all necessary regulatory and Exchange approvals.
The Transaction is intended to qualify as Hansco’s “Qualifying Transaction” as defined by Policy 2.4 of the TSX Venture Exchange (the “Exchange”). Following closing, the resulting issuer (the “Resulting Issuer”) will be a “Mining” issuer under the policies of the Exchange. Trading of the common shares of Hansco will remain halted in connection with the dissemination of this press release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details respecting the proposed Transaction will follow in future press releases.
Hansco is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
For additional information, please refer to the Company’s disclosure record on SEDAR (www.sedar.com) or contact the Company as follows: Aris Morfopoulos, CFO, at (604) 721-2650.
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release in the United States. Such securities have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
Certain statements contained in this press release constitute “forward-looking information” as such term is defined in applicable Canadian securities legislation. The words “may”, “would”, “could”, “should”, “potential”, “will”, “seek”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions as they relate to Hansco , including, the completion of the Transaction and the private placement and pro forma information regarding the Resulting Issuer, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Hansco’s current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the ability to obtain all requisite approvals (and otherwise satisfy all closing conditions) for the Transaction; the estimation of capital requirements; the estimation of operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; an escalation of the current COVID-19 pandemic; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and exploration or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect Hansco in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Hansco does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Hansco undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
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