Toronto, Ontario--(Newsfile Corp. - September 11, 2025) - Hispania Resources Inc. (TSXV: ESPN) ("Hispania" or "the company"), a mineral exploration company focused on Spain, announces its intention to complete a non-brokered private placement of units of the Company (the "Units") for aggregate gross proceeds of up to $1,000,000 (the "Offering").
The Offering will consist of up to 40,000,000 Units. Each Unit will be priced at $0.025 per Unit, consisting of one common share in the capital of the Company (each, a "Common Share") and one Common Share purchase warrant (each whole warrant, a "Warrant") in the capital of the Company. Each Warrant entitling the holder to purchase one further Common Share (each, a "Warrant Share") at a price of $0.05 per Warrant Share for a period of 36-months following the Offering.
The proceeds from the Offering will be used for exploratory work at any of the company's three owned mining assets, as well as general working capital and general administrative expenses.
The Company may pay cash finder's fees in connection with the Offering to certain qualified arm's-length finders of up to 6% of the gross proceeds raised under the Offering.
Insiders of the Company may subscribe in the private placement for up to 9.9% of the offering for a total of 3,960,000 Units for aggregate gross proceeds of $99,000. The participation of insiders in the Offering constitutes a "related party transaction", within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, in respect of the related party participation in the Offering, as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involved the interested party, exceeded 25% of the Company's market capitalization (as determined under MI 61-101).
Closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all required regulatory approvals including the approval of the Toronto Stock Exchange Venture (the "TSXV"). The securities issued under the Offering will be subject to a statutory hold period of four months and one day following the date of issuance.
About Hispania Resources Inc.
Hispania Resources Inc is a mineral exploration company focused on mining opportunities in Spain. Hispania is currently focused on developing 3 core assets across Spain, including the copper, zinc project Otero; the formerly producing tin project Lumbrales; and the copper, zinc Puebla de la Reina project. The management of Hispania contains industry veterans who have more than 120 years of mineral exploration and production experience in multiple jurisdictions and have successfully managed multiple international mining companies. This includes in Spain, where some of the team was responsible for the founding and building of Iberian Minerals with the continued support of the local and regional governments, including the well-developed and sophisticated transportation and mining infrastructure.
For more information on Hispania Resources Inc., visit: http://HispaniaResources.com/.
Contact Information
For more information or interview requests, please contact:
Norman Brewster - Chief Executive Officer
Norm@HispaniaResources.com
Rahim Allani - Director
Rahim@HispaniaResources.com
(416) 457-0549
Forward-Looking Information
This news release contains "forward-looking information" within the meaning of applicable securities laws. Forward-looking information can be identified by words such as: "intend", "believe", "estimate", "expect", "may", "will" and similar references to future periods. Examples of forward-looking information include, among others, the expected commencement of work on the PBR project, the expected meetings with local drilling firms, as well as information relating to Hispania. Although Hispania believes that, in light of the experience of its officers and directors, current conditions and expected future developments and other factors that have been considered appropriate, the expectations reflected in this forward-looking information are reasonable, undue reliance should not be placed on them because Hispania can give no assurance that they will prove to be correct. Readers are cautioned to not place undue reliance on forward-looking information. Actual results and developments may differ materially from those contemplated by these statements depending on, among other things, the risk that the future plans of Hispania may differ from those that currently are contemplated Additional risks include those disclosed in the Filing Statement, which are incorporate herein by reference and are available through SEDAR+ at www.sedarplus.ca. The forward-looking statements contained in this news release are made as of the date hereof, and the Company undertakes no obligation to update publicly or revise any forward-looking statements or information, except as required by law.
This news release is not an offer of the securities for sale in the United States. The securities described in this news release 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 or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the U.S. Securities Act of 1933, as amended) absent registration or an exemption from registration. This news release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of the securities in any state in which where such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/266106
SOURCE: Hispania Resources Inc.
