Hanstone Closes Debt Financing
Vancouver - Hanstone Gold Corp. (TSX.V:HANS) (OTC:HANCF) (FRA:HGO) (the "Company" or "Hanstone") is pleased to announce that it has closed its previously announced (see Hanstone's news release dated July 29, 2024) loan transaction (the "Loan") under which it has borrowed $725,000 (the "Principal") from an affiliate (the "Lender") of Mr. Gurbakhshish "Bob" Hans, a director of Hanstone. In August 2023, the Lender loaned $400,000 (the "Original Loan Amount") to Hanstone. The new Loan was conducted under an amended and restated loan agreement (the "Amended Loan Agreement") dated as of August 1, 2024 which contemplates total loaned funds of $1,125,000, being the Original Loan Amount and the Principal. The Lender loaned the Principal to the Lender pursuant to the Amended Loan Agreement. The Principal and the Original Loan Amount are repayable on August 1, 2027, and will accrue interest at 15% per annum, such interest calculated and payable annually in arrears. The Principal, the Original Loan Amount, and interest thereon are secured by a perfected first priority security interest in all present and after-acquired property of the Company. In connection with the Loan, Hanstone issued to the Lender 14,500,000 common share purchase warrants (each, a "Loan Warrant"), with each Loan Warrant exercisable to acquire a common share (a "Loan Warrant Share") at a price of $0.05 per Loan Warrant Share until August 1, 2027. The Loan Warrants and the Loan Warrant Shares are subject to a four month hold period that expires December 2, 2024. The Company will use the Principal: to make an option payment of $700,000 under the option agreement respecting the Company's Doc Mineral property; and for general corporate purposes approved by the board of directors of the Company.
As Mr. Hans is an insider of the Company, the Loan is a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Loan is exempt from the formal valuation requirement under MI 61-101 because Hanstone's securities are not listed on any of the markets specified in MI 61-101, and the Loan is exempt from the minority shareholder approval requirement under MI 61-101 because the aggregate fair market value of the Loan is not more than $2,500,000. All of Hanstone's directors (except for Mr. Hans, who abstained from voting) unanimously approved the Loan. The Company did not file a material change report at least 21 days before the closing of the Loan, but it will file a material change report in conjunction with closing. Filing of the material change report on closing was reasonable given the MI 61-101 exemptions noted above and was necessary due to the required timing for payment of the option payment noted above.
This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within 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 securities laws.
About Hanstone Gold Corp
Hanstone is a precious and base metals explorer with its current focus on the Doc and Snip North Projects optimally located in the heart of the prolific mineralized area of British Columbia known as the Golden Triangle. The Golden Triangle is an area which hosts numerous producing and past-producing mines and several large deposits that are approaching potential development. The Company holds a 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 industry professionals with a successful track record in the discovery of gold deposits and in developing mineral exploration projects through discovery to production.
For Further Information Contact:
Ray Marks, President
+1-(778)-896-7778, ray.marks@hanstonegold.com
Or visit the Company's website at www.hanstonegold.com
Forward Looking Statements Disclaimer
The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events, or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information and statements can be identified using words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about Hanstone's business and the industry and markets in which it operates and will operate. Forward-looking information and statements are made based upon numerous assumptions, including among others, the results of planned exploration activities are as anticipated, the price of gold, the cost of planned exploration activities, that financing will be available if needed and on reasonable terms, that third party contractors, equipment, supplies and governmental and other approvals required to conduct Hanstone's planned exploration activities will be available on reasonable terms and in a timely manner and that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Neither 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.
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