Hansa Provides Update Regarding Proposed Acquisition of La Higuera IOCG Property
Suite 1305, 1090 West Georgia Street Vancouver, BC V6E 3V7 Canada Phone: 1 604.685.9316 / Fax: 1 604.683.1585
NEWS RELEASE January 12th , 2022
Hansa Provides Update Regarding Proposed Acquisition of La Higuera IOCG Property
Vancouver, Canada – Hansa Resources Ltd. (“Hansa” or the “Company”) (TSXV-HRL) is pleased to provide a further update on the Company’s proposed transaction with Tribeca Resources Ltd. (“Tribeca Resources” or “TRL”), as originally announced in the Company’s news release dated July 14, 2021 and the Company’s update news release of October 21, 2021.
The Company has now completed two key work flow items, with the first being the National Instrument 43-101F1 - Technical Report (”Technical Report”) on the property. The Technical Report was finalized and submitted to the TSX Venture Exchange, which has accepted the Company’s filing.
A key step in the transaction is the internal corporate reorganization of Tribeca Resources which was completed as of December 22, 2021. Following the reorganization, Tribeca Resources now owns Bluerock Resources SPA (”Bluerock”), a local Chilean entity, which owns 100% of the La Higuera IOCG Property.
Following the reorganization, TRL is owned by six individuals, being the four Bluerock founders (collectively holding 22.45% of the shares in TRL) and the two Tribeca Resources founders (collectively holding 77.55% of the shares in TRL). As of the date of this news release, TRL has 27,500,000 common shares outstanding.
Tribeca Resources is in discussions with potential investors regarding a non-brokered private placement financing, targeting gross proceeds of US$2 million. Tribeca Resources has indicated that there is strong interest and that a US$ 1.5 million commitment has been secured from a private investor.
Tribeca Resources has recently received notice from the Chilean Environmental Assessment Service (SEA
- Servicio de Evaluación Ambiental) that it is not required to submit an environmental impact assessment
to the Environmental Impact Evaluation System (SEIA – Sistema de Evaluación de Impacto Ambiental) to undertake the initial drill program as described in the Technical Report, with preparation authorized for up to 20 drill platforms on the property. Discussions are underway with land owners for access agreements.
The parties continue to work diligently together on multiple aspects of the transaction, inlcuding settling the terms of a definitive agreement.
Trading Halt
The Hansa Shares are currently halted from trading, and the trading of the Hansa Shares is expected to remain halted pending completion of the Transaction.
Further Information
For additional information on the Transaction, please refer to the Company’s news releases dated July 14, 2021 and October 21, 2021. Hansa will provide further details in respect of the Transaction, by way of a press release to be disseminated at a later date.
ABOUT HANSA RESOURCES LTD.
Hansa Resources Limited is a TSXV listed and Frankfurt traded Canadian mineral exploration company engaged in the acquisition, exploration and development of base and precious metal properties. Hansa Resources is committed to building shareholder value through minimizing risk and maximizing potential value of the Company's projects, utilizing Hansa's highly experienced, flexible and successful Board of Directors and Management.
ON BEHALF OF THE BOARD,
“Robert G. Atkinson”
Robert G. Atkinson, Director
For further information, please contact:
Hansa Resources Limited
Nick Demare, Chief Financial Officer and Corporate Secretary Phone: (604) 685-9316
Cautionary Note
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance and if applicable, disinterested 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 Hansa 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.
Forward Looking Information
This press release contains forward-looking statements and information that are based on the beliefs of management and reflect Hansa's current expectations. When used in this press release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.
The forward-looking statements and information in this press release include information relating to the completion of the private placement financing of Tribeca Resources, the size and timing of the private placement, completion of the initial work program proposed by the Technical Report, entering into of a definitive agreement and the timing of the proposed transaction (including the closing of the transaction).
Such statements and information reflect the current view of Hansa. By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such factors include, among others, the following risks: there is no assurance that Hansa and TRL will obtain all requisite approvals for the proposed transaction (including the approval of the TRL shareholders, the Hansa shareholders (if necessary), or the TSXV); there is no assurance that the parties will settle the terms of a definitive agreement in respect of the proposed transaction; new laws or regulations could adversely affect the completion of the proposed transaction, and consequently the business and results of operations of the resulting issuer.
There are a number of important factors that could cause the Resulting Issuer's actual results to differ materially from those indicated or implied by forward-looking statements and information. Such factors include, among others: Hansa or TRL not obtaining all requisite approvals for completion of the proposed transaction; the parties failing to settle the terms of a definitive agreement; limited business history of TRL; changes in the credit or security markets; results of operation activities; unanticipated costs and expenses; fluctuations in commodity prices; and general market and industry conditions. Hansa cautions that the foregoing list of material factors is not exhaustive. When relying on the Company's forward- looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.
Hansa has assumed that the material factors referred to in the previous paragraph will not cause such forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors. The forward-looking information contained in this press release represents the expectations of Hansa as of the date of this press release and, accordingly, is subject to change after such date. Readers should not place undue importance on forward looking information and should not rely upon this information as of any other date. While Hansa may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.