Mr. Norman Brewster reports
HISPANIA RESOURCES ANNOUNCES CLOSING OF NON-BROKERED PRIVATE PLACEMENT
Hispania Resources Inc. has closed the second and final tranche of a non-brokered private placement offering initially announced on Sept. 11, 2025. In connection with the second tranche, the company issued an additional 15 million units of the company at a price of 2.5 cents per unit for second tranche proceeds of $375,000 on Oct. 31, 2025. The units consist of: (i) one common share of the company; and (ii) one common share purchase warrant. Each warrant shall entitle the holder to acquire one additional common share at an exercise price of five cents for a period of 36 months from issuance.
Along with the Oct. 3, 2025, first tranche closing of 20 million units for proceeds of $500,000, the company has raised an aggregate $875,000 under the offering.
Norman Brewster, chief executive officer, noted: "Hispania has elected to close off the offering under the previously announced maximum allowable distribution to prevent unnecessary dilution, as the proceeds collected to date are expected to satisfy the needs of the company to execute on all of its current plans and opportunities in Spain."
For more information about the offering, please see the company's press releases dated Sept. 11, 2025, and Oct. 3, 2025, each of which is available under the company's SEDAR+ profile.
The securities issued pursuant to the second tranche will be subject to a four-month-and-one-day hold period in accordance with applicable Canadian securities laws and the policies of the TSX Venture Exchange.
No commission or finders' fees were payable in connection with the second tranche.
Rahim Allani subscribed for one million units in the second tranche. Mr. Allani is considered a related party for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions), and his purchase of units constitutes a related-party transaction within the meaning of MI 61-101. The company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), respectively. The board of directors of the company has, subject to the appropriate recusal of the interested directors, unanimously approved the issuance, and no contrary view or abstention was expressed or made by any director in relation to the issuances. The company filed a material change report dated Oct. 3, 2025, after closing the first tranche of the offering. The company has not filed a material change report more than 21 days before the expected closing of the second tranche as the details of the second tranche and the participants thereof had not yet been finalized.
Prior to the second tranche, Mr. Allani owned 6,082,000 common shares, representing approximately 7.75 per cent of issued and outstanding common shares on a partially diluted basis. After the closing of the second tranche, Mr. Allani owns 7,082,000 common shares and 2.8 million warrants, representing approximately 9.11 per cent of the issued and outstanding common shares on a partially diluted basis. This disclosure is being included pursuant National Instrument 62-103 (the Early Warning System and Related Take-Over Bid and Insider Reporting Issues), which requires a report to be filed under the company's profile on SEDAR+ containing additional information respecting the foregoing matters.
About Hispania Resources Inc.
Hispania is a mineral exploration company focused on mining opportunities in Spain. Hispania is currently focused on developing three 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 has 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.
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