Hansa Resources Limited Provides Update on Transaction with Tribeca Resources Ltd.

2022-10-24 / @thenewswire

(TheNewswire)

Vancouver, British Columbia – TheNewswire - October 24, 2022 – Hansa Resources Limited (TSXV:HRL) (“Hansa” or the “Company”) is pleased to announce that it has filed a filing statement dated October 24, 2022 (the "Filing Statement") with the TSX Venture Exchange (the "TSXV") for the share exchange transaction (the "Transaction") with Tribeca Resources Ltd. ("Target"), previously announced in the Company's news releases dated June 30, 2022, October 21, 2021 and July 14, 2021.

Assuming all conditions for closing are satisfied, the Company and Target expect to close the Transaction on or about October 26, 2022 (the "Anticipated Closing Date").

In due course, the parties to the Transaction will issue a further comprehensive news release announcing, among other things, the closing of the Transaction and the date on which the common shares of the Company (the “Shares”) will resume trading.

Name Change and Consolidation

In connection with the Transaction, on or before the Anticipated Closing Date, the Company will change its name to "Tribeca Resources Corporation" (the "Name Change") and the Company’s trading symbol will change from "HRL" to "TRBC". Target will change its name to “Tribeca Resources Holdings Ltd.”

The Company will also consolidate its issued and outstanding Shares on the basis of one (1) new Share for every five (5) pre-existing Shares (the “Consolidation”). Completion of the Name Change and the Consolidation remain subject to the approval of the TSXV.

Technical Report

A technical report titled “Independent NI 43-101 Technical Report on the La Higuera IOCG Project” dated effective August 19, 2022, as revised on September 6, 2022, prepared in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects, has been prepared for the Company and Target in respect of the La Higuera IOCG Property and was filed under the Company's SEDAR profile in conjunction with the filing of the Filing Statement.

Management and Board of Directors

The management team of the Company upon closing of the Transaction will be led by Paul Gow as CEO, Thomas Schmidt as President and Nick Demare as the CFO and Corporate Secretary. The board of the Resulting Issuer will be comprised of Dr. Gow, Mr. Schmidt and Mr. Demare, as well as Lisa Riley, Luis Tondo and Tara Gilfillan. All other existing directors and officers of the Company will resign at closing of the Transaction.

Please see the Filing Statement for additional information on the incoming board of directors and management team.

Trading Halt

The Shares are currently halted from trading, and the trading of the Shares is expected to remain halted pending completion of the Transaction.

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.

Forward Looking Information

Completion of the Transaction is subject to a number of conditions, including but not limited to, TSXV acceptance. 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 Filing Statement, 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 TSXV has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.

The information in this press release includes certain information and statements about management's view of future events, expectations, plans and prospects that constitute forward looking statements, including statements with respect to the completion of the Transaction, resumption of trading in the Shares and the Company’s anticipated Name Change and Consolidation.

Such statements and information reflect the current view of the Company. Risks and uncertainties exist that may cause actual results to differ materially from those indicated or implied in the forward-looking statements and information. Such factors include, among others: the risk that required approvals and the satisfaction of material conditions are not obtained in connection with the Transaction; the risk that the Transaction is not approved or completed by the Anticipated Closing Date or on the terms set out in the definitive agreement; reliance on key management; disruptions or changes in the credit or security markets; unanticipated costs and expenses; and general market and industry conditions.

The forward-looking statements, while considered reasonable by the Company, are inherently based upon assumptions that are subject to significant risks and uncertainties, including, but not limited to, assumptions that all conditions to the closing of the Transaction will be satisfied, the Transaction will be completed by the Anticipated Closing Date and on the terms set forth in the definitive agreement and the Company will be able to carry out its business plan as contemplated. Although the Company and Target believe that the expectations reflected in forward looking statements are reasonable, they can give no assurances that the expectations of any forward looking statements will prove to be correct.

The forward-looking information contained in this press release represents the expectations of the Company 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 the Company may elect to, it does not undertake to update this information at any particular time except as required in accordance with applicable laws.

This press release is not an offer of the securities for sale in the United States. The securities have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an exemption from registration. This press 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 any state in which such offer, solicitation or sale would be unlawful.