Mr. Michael Smith reports

HERCULES RESOURCES CORP SECURES CAD$5 MILLION EQUITY CAPITAL FACILITY WITH CRESCITA CAPITAL LLC

Hercules Resources Corp. has signed a definitive agreement with Crescita Capital LLC, a private company registered in Dubai, pursuant to which Crescita will (i) provide certain advisory services to the company and (ii) make available to the company a non-revolving equity drawdown facility in the aggregate amount of up to $5-million (the equity investment facility). This strategic partnership bolsters Hercules' financial position, providing ample resources to fuel its growth initiatives and further solidify its position in the market.

Under the terms of the agreement, Hercules will have a period of three years to utilize the $5-million to acquire and develop the company's assets. Pursuant to the agreement, the company can draw down funds from the equity investment facility from time to time during the three-year term at its discretion by providing a notice to Crescita (a drawdown notice) and issuing units to Crescita in exchange. The units issued in connection with any private placement will be priced at 85 per cent of the average closing bid price over the 10 days of trading following the drawdown notice (the pricing period). The amount requested in each drawdown notice cannot exceed 500 per cent of the average daily trading volume of the pricing period. The units will comprise one common share and one-half of a share purchase warrant. The warrants will be exercisable for a period of three years from their date of issuance at an exercise price equal to the greater of 125 per cent of the issuance and the minimum price permitted by the policies of the exchange on the date of the applicable drawdown notice.

Pursuant to the agreement, the company will pay Crescita (i) an upfront commission of $300,000, representing 6 per cent of the amount available under the equity investment facility, which shall be paid through the issuance of 1,428,571 common shares of the company at a deemed price of 21 cents per share (the commitment fee) and (ii) an initial consulting fee of $2,500, which will be paid through the issuance of 11,095 common shares at a deemed price of 21 cents per share.

All securities issued to Crescita pursuant to the agreement will not be subject resale restrictions under applicable securities laws and the company intends to seek a waiver from the Canadian Securities Exchange (the CSE) in respect of the four-month hold period required under Section 6.1(4)(a) of CSE Policy 6.

Distributions and corporate finance

The equity investment facility offers Hercules the flexibility to drawdown on the funds as needed, at the discretion of the company's management. Importantly, the drawdowns are not mandatory, empowering Hercules to judiciously deploy this financing tool based on its capital requirements.

Per Michael Smith, chief executive officer of Hercules: "This agreement marks a significant milestone for Hercules. The $5-million equity capital facility from Crescita provides the company with the financial flexibility needed to pursue its strategic objectives and drive sustainable growth. The company is confident that this partnership will unlock new opportunities and create value for its shareholders."

The partnership with Crescita underscores Hercules' commitment to prudent financial management and strategic expansion. By securing the equity investment facility, Hercules is well positioned to capitalize on market opportunities and execute its long-term vision effectively.

Pursuant to the agreement, the company has also engaged Crescita to provide the advisory services on an as- and when-needed basis. The advisory services include: (a) advisory services with respect to general corporate and public company matters; (b) assistance with identifying strategic investment opportunities and mergers and acquisitions for the company, including mineral property acquisitions; (c) assistance with the company's business development; and (d) such other services as agreed to by the company and Crescita in writing from time to time. The advisory services provided by Crescita to the company pursuant to the investment and advisory agreement will be on a project specific basis and the fees payable in connection with each project will be determined from time to time on mutual written agreement of the parties at the outset of the project.

The transactions contemplated under the equity investment facility, including the payment of the commitment fee, remain subject to the approval of the CSE and the shareholders of the company pursuant to the policies of the CSE.

About Crescita Capital LLC

Crescita Capital is an investment and consultancy group that provides alternative financing and corporate development services for seed to growth-stage companies in emerging markets around the world. Committed to partnering with promising businesses, Crescita Capital provides flexible capital solutions to fuel growth and drive success.

Debt settlement

The company also announces that it has entered into an agreement dated for reference on April 5, 2024, with one creditor to settle outstanding debt in the aggregate amount of $14,000 through the issuance of 52,830 common shares at a deemed price of 26.5 cents per share. The settlement shares will be subject to applicable restrictions under securities laws. The purpose of the debt settlement is to improve the company's working capital position as it seeks to move forward with its previously announced acquisition targets. The company and the vendors of both properties continue to complete their due diligence activities.

About Hercules Resources Corp.

Hercules is a Canadian gold exploration company engaged in the acquisition, exploration and development of projects located in highly prospective and mining friendly nations of Ecuador and Canada.

The company is dedicated to delivering value to its stakeholders through innovation, operational excellence and sustainable practices.

We seek Safe Harbor.