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Pursuant to the Definitive Agreement,the Company will acquire all the issued and outstanding securities of Target (the "Transaction"), pursuant to which Target will become a wholly-owned subsidiary of Hansa. The Transaction will constitute an Arm’s Length Transaction (as defined in the policies of the
On closing of the Transaction, it is anticipated that the Resulting Issuer will change its name to“Tribeca Resources Corp.”and a new trading symbol will be assigned. Additionally, on closing of the Transaction,the Resulting Issuerwillcontrol, indirectly, the prospectiveLa Higuerairon-oxide copper gold (IOCG) Project,located in the Coquimbo Region,
Transaction Summary
Prior to closing of the Transaction, the Company anticipates completing a consolidation of its issued and outstanding share capital on the basis of five (5) common shares of Hansa for every one (1) currently outstanding common share of Hansa (the “Consolidation”).In connection with the Transaction, Hansa will acquire all of the issued and outstanding common shares of Target (the “Target Shares”) through the issuance of 37,603,932 post-Consolidation common shares in the capital of the Company (the “Shares”) at a deemed price of approximately
In connection with the Transaction, Target has raised
Closing of the Transaction is subject to a number of outstanding conditions including, but not limited to: (i) receipt of requisite shareholder approval of Target; (ii) entering into all escrow arrangements required by the Exchange; (iii) receipt of all requisite regulatory approvals relating to the Transaction, including, without limitation, the Exchange; (iv) delivery by Target to Hansa of a current title opinion in respect of the Property in form and substance satisfactory to Hansa, acting reasonably; (v) completion of a current technical report prepared in accordance with National Instrument 43-101 -Standards of Disclosure for Mineral Projectsin respect of the Property; (vi) preparation of Target’s financial statements in such form and covering such periods as required for the purposes of the required disclosure by Hansa; (vii) Target having working capital of at least
It is anticipated that following completion of the Transaction, the Resulting Issuer will be a Tier 2 mining issuer listed on the Exchange.
About Target
Target was incorporated under the laws of the Province of
Upon completion of the reorganization transactions disclosed below, Target acquired direct and indirect ownership of 2 subsidiaries:Tribeca Resources Chile SpA (“TRC”) and Bluerock Resources SpA (“Bluerock”), companies incorporated under the laws of
For further information regarding the assets and business of Target, please see the Initial News Release.
Target’s Reorganization
On
On
Concurrent Offering
Further to the Initial News Release, Target has completed a non-brokered private placement of 10,407,190 Target Shares at a price of
Finder’s Fees
Subject to approval of the Exchange, upon closing of the Transaction, Hansa will issue a total of 300,000 Shares to an arm’s length party as a finder’s fee in connection with the Transaction. Other than the foregoing, no other finder's fee or commission is payable in connection with the Transaction.
The Resulting Issuer
The Resulting Issuer willcontinue conducting the business of Target, with a focus on mineral exploration activities on the Property.
Directors, Management and Insiders
It is expected that the management team of the Resulting Issuer will be led by Dr.
It is further anticipated that
Sponsorship
The Company will make an application to the Exchange for a waiver from the sponsorship requirements in connection with the Transaction. There is no assurance that such waiver will be granted.
Filing Statement
In connection with the Transaction and pursuant to the requirements of the TSXV, Hansa expects to file a filing statement on its issuer profile on SEDAR (www.sedar.com), which will contain details regarding the Transaction, Hansa, Target and the Resulting Issuer.
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.
Further Information
For additional information on the Transaction, please refer to the Initial News Release. Hansa will provide further details in respect of the Transaction, by way of a news release to be disseminated at a later date.
ON BEHALF OF THE BOARD,
“
For further information, please contact:
Phone: (604) 685-9316
Cautionary Note
Neither the
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 withrespect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of
The
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 business plans of Hansa, Target and the Resulting Issuer, the pro forma capital structure of the Resulting Issuer, and the Transaction (including Exchange approval and the closing of the Transaction),the proposed director and officer changes of the Resulting Issuer, the proposed Consolidation, the proposed name change of the Resulting Issuer and statements relating to the Property, the La Higuera region and management’s beliefs regarding the prospect of discovering a copper-cobalt-gold deposit on the Property; and the Company’s expectation of filing a filing statement in connection with the Transaction.
Such statements and information reflect the current view of Hansa. Risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information. 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 Target will obtain all requisite approvals for the Transaction, including the approval of the Target Shareholders or the approval of the Exchange for the Transaction (which may be conditional upon amendments to the terms of the Transaction);
following completion of the Transaction, the Resulting Issuer may require additional financing from time to time in order to continue its operations. Financing may not be available when needed or on terms and conditions acceptable to the Resulting Issuer;
new laws or regulations could adversely affect the Resulting Issuer's business and results of operations; and
the stock markets have experienced volatility that often has been unrelated to the performance of companies. These fluctuations may adversely affect the price of the Resulting Issuer's securities, regardless of its operating performance.
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: limited business history of Target; the risk that future results of operation of Target do not meet expectations, disruptions or changes in the credit or security markets; results of operation activities; unanticipated costs and expenses, 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 thesefactors 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.
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