Mr. Herbert Brugh reports
HANNA UPDATES DEBT CONVERSION AND PRIVATE PLACEMENT
Further to the press release dated June 30, 2025, the terms of the previously announced debt conversion agreements with six creditors, all of which are arm's-length parties to Hanna Capital Corp., have been amended. Pursuant to the terms of the debt agreements, the corporation has agreed to issue an aggregate of 45,917,936 common shares to the creditors in exchange for the cancellation of $459,179.36 in debt owing to the parties.
In addition, the terms of the previously announced private placement have also been amended. The corporation will raise gross proceeds of up to $110,000 through a non-brokered private placement of up to 11 million common shares at a price of one cent per placement share.
The issuance of debt and placement shares is contingent upon obtaining all requisite regulatory approvals. The securities issued in connection with the debt conversion and private placement will be subject to a four-month holding period, as mandated by applicable Canadian securities laws. The corporation plans to utilize the net proceeds from the private placement for general working capital purposes.
The corporation further announces that a shareholder meeting has not been convened since Sept. 12, 2022. The delay in scheduling this meeting is attributable to insufficient financing. Following the completion of the private placement, the corporation will possess the necessary resources to promptly arrange a shareholder meeting. Additional information will be disclosed as it becomes available.
As the debt was acquired by the creditors at a 50-per-cent discount and, as such, the debt shares are being issued for nominal consideration, the debt shares will be subject to a 36-month value escrow under Policy 5.4 of the TSX Venture Exchange. Pursuant to the escrow agreement, 10 per cent of the debt shares will be released from escrow on the date of the exchange bulletin accepting the debt settlement, and 15 per cent of the debt shares will be released from escrow every six months thereafter.
We seek Safe Harbor.
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