(TheNewswire)
Vancouver, BC, July 31, 2023 – TheNewswire - Hanstone Gold Corp. (TSX.V:HANS) (OTC:HANCF) (FRA:HGO) (the“ Company ” or “ Hanstone ”) is pleasedto announce that it will be conducting a non-brokered equity offering(the “ Offering ”) under which Hanstone will raise gross proceeds of$600,000 and a loan transaction (the “ Loan ”) under whichit will borrow $400,000. Mr. Gurbakhshish“Bob” Hans, a director of Hanstone, or an affiliate of Mr. Hans,will be the sole participant under the Offering and the Loan.
The Offering will consist of the issuance of 12,000,000 units of the Company (the “ FT Units ”) at a price of $0.05 per FT Unit.Each FT Unit will be comprised of one “flow-through” common shareof the Company (a “ FT Common Share ”) and one common share purchase warrant (a “ Warrant ”). EachWarrant will be exercisable to acquire an additional common share (a“ Warrant Share ”, which will not be issued on a “flow-through” basis)at a price of $0.05 per Warrant Share for five years from the closingdate. The proceeds received by the Company from the sale of FT Unitswill be used to incur eligible "Canadian explorationexpenses" (“ CEE ”) that are "flow-through miningexpenditures" (as such term is defined in the Income Tax Act (Canada)) related to the Company’s Canadian mineralproperties located in British Columbia. The Company will renounce suchCEE to the purchaser of the FT Units with an effective date of nolater than December 31, 2023.
Under the Loan, Mr. Hans or his affiliate (the“ Lender ”) will lend $400,000 (the “ Principal ”) toHanstone, repayable on the date which is three years from the date ofadvance. The Principal will accrue interest at 12% per annum, suchinterest calculated and payable annually in arrears. The Principal andinterest will be secured by a perfected first priority securityinterest in all present and after-acquired property of the Company. Inconnection with the Loan, Hanstone will issue to the Lender 8,000,000common share purchase warrants (each, a “ Loan Warrant ”),with each Loan Warrant exercisable to acquire a common share (a“ Loan Warrant Share ”) ata price of $0.05 per Loan Warrant Share for three years from theclosing date. The Company will use the Principal: to make optionpayments of $300,000 under the option agreement respecting theCompany’s Doc Mineral property; and for general corporate purposesapproved by the board of directors of the Company.
The closing of the Offering and the Loan is subject toexecution of definitive agreements and receipt of the approval of theTSX Venture Exchange. The securities issued under the Offering and theLoan will be subject to a four month hold period. There is no materialfact or material change about the Company that has not been generallydisclosed.
As Mr. Hans is an insider of the Company, each of theOffering and the Loan is a “related party transaction” as definedunder Multilateral Instrument 61-101 (“ MI 61-101 ”). TheOffering and the Loan will be exempt from the formal valuationrequirement under MI 61-101 because Hanstone’s securities are notlisted on any of the markets specified in MI 61-101, and the Offeringand the Loan will be exempt from the minority shareholder approvalrequirement under MI 61-101 because the aggregate fair market value ofthe transactions is not more than $2,500,000 and Hanstone’sindependent directors will approve the transactions.
This news release is not an offer to sell or thesolicitation of an offer to buy the securities in the United States orin any jurisdiction in which such offer, solicitation or sale would beunlawful prior to qualification or registration under the securitieslaws of such jurisdiction. The securities being offered have not been,nor will they be, registered under the United States Securities Act of1933, as amended, and such securities may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S.persons absent registration or an applicable exemption from U.S.registration requirements and applicable U.S. state securitieslaws.
About Hanstone Gold Corp
Hanstone is a precious and base metals explorer withits current focus on the Doc and Snip North Projects optimally locatedin the heart of the prolific mineralized area of British Columbiaknown as the Golden Triangle. The Golden Triangle is an area whichhosts numerous producing and past-producing mines and several largedeposits that are approaching potential development. The Company holdsa 100% earn-in option on the 1,704-hectare Doc Project and owns a 100%interest in the 3,336-hectare Snip North Project. Hanstone has a highly experienced team of industryprofessionals with a successful track record in the discovery of golddeposits and in developing mineral exploration projects throughdiscovery to production.
For Further InformationContact:
Ray Marks, President
+1-(778)-896-7778,ray.marks@hanstonegold.com
Or visit the Company’s website at www.hanstonegold.com
Forward Looking StatementsDisclaimer
The information contained hereincontains “forward-looking statements” within the meaning of theUnited States Private Securities Litigation Reform Act of 1995 and“forward-looking information” within the meaning of applicableCanadian securities legislation. “Forward-looking information”includes, but is not limited to, statements with respect to theactivities, events, or developments that the Company expects oranticipates will or may occur in the future. Generally, but notalways, forward-looking information and statements can be identifiedusing words such as “plans”, “expects”, “is expected”,“budget”, “scheduled”, “estimates”, “forecasts”,“intends”, “anticipates”, or “believes” or the negativeconnotation thereof or variations of such words and phrases or statethat certain actions, events, or results “may”, “could”,“would”, “might” or “will be taken”, “occur” or “beachieved” or the negative connotation thereof.
Forward-looking information andstatements are based on the then current expectations, beliefs,assumptions, estimates and forecasts about Hanstone’s business andthe industry and markets in which it operates and will operate.Forward-looking information and statements are made based uponnumerous assumptions, including among others, the results of plannedexploration activities are as anticipated, the price of gold, the costof planned exploration activities, that financing will be available ifneeded and on reasonable terms, that third party contractors,equipment, supplies and governmental and other approvals required toconduct Hanstone’s planned exploration activities will be availableon reasonable terms and in a timely manner and that general businessand economic conditions will not change in a material adverse manner.Although the assumptions made by the Company in providingforward-looking information or making forward-looking statements areconsidered reasonable by management at the time, there can be noassurance that such assumptions will prove to be accurate.
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in policies ofthe TSX Venture Exchange) accepts responsibility for the adequacy oraccuracy of this release.
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