Hanstone Announces Loan Transaction
Vancouver - Hanstone Gold Corp. (TSX.V:HANS) (FRA:HGO) (the "Company" or "Hanstone") is pleased to announce that it will be conducting a loan transaction (the "Loan") under which it will borrow up to $100,000 (the "Principal") from an affiliate (the "Lender") of Mr. Gurbakhshish "Bob" Hans, a director of Hanstone. The Lender previously loaned $400,000 to Hanstone in August 2023 and a further $725,000 (the "Original Loan Amounts") to Hanstone in August 2024. The new Loan will be conducted under an amended and restated loan agreement (the "Amended Loan Agreement") which contemplates total loaned funds of $1,225,000, being the Original Loan Amounts and the Principal. The Principal and the Original Loan Amounts will be repayable on August 1, 2027, and will accrue interest at 15% per annum, such interest calculated and payable annually in arrears. The Principal, the Original Loan Amounts, and interest thereon will be secured by a perfected first priority security interest in all present and after-acquired property of the Company. Pursuant to the Amended Loan Agreement, Hanstone may request, by notice to the Lender, drawdowns on the Loan from time to time, provided that the total amount drawn in any single month shall not exceed $20,000 (except the initial drawdown which shall not exceed $30,000). Hanstone will use the Loan for general corporate purposes approved by Hanstone's board of directors.
In connection with the Loan, Hanstone will issue to the Lender up to an aggregate of 2,000,000 common share purchase warrants (each, a "Loan Warrant"), with each Loan Warrant exercisable to acquire a common share (a "Loan Warrant Share") at a price of $0.05 per Loan Warrant Share expiring August 1, 2027. In connection with each drawdown under the Loan, Hanstone will issue such number of Loan Warrants as is equal to the amount of such drawdown divided by $100,000, multiplied by 2,000,000. The Company will use the new loan for general corporate purposes approved by the board of directors of the Company.
The closing of the Loan is subject to execution of the Amended Loan Agreement and receipt of the approval of the TSX Venture Exchange. The securities issued in connection with the Loan will be subject to a four month hold period from the date of issuance of such securities. There is no material fact or material change about the Company that has not been generally disclosed.
As Mr. Hans is an insider of the Company, the Loan is a "related party transaction" as defined under Multilateral Instrument 61-101 ("MI 61-101"). The Loan will be exempt from the formal valuation requirement under MI 61-101 because Hanstone's securities are not listed on any of the markets specified in MI 61-101, and the Loan will be exempt from the minority shareholder approval requirement under MI 61-101 because the aggregate fair market value of the Loan is not more than $2,500,000 and Hanstone's independent directors have approved the transaction.
This news release is not an offer to sell or the solicitation of an offer to buy the securities in the United States or in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to qualification or registration under the securities laws of such jurisdiction. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from U.S. registration requirements and applicable U.S. state securities laws.
About Hanstone Gold Corp
Hanstone is a precious and base metals explorer with its current focus on the Doc and Snip North Projects optimally located in the heart of the prolific mineralized area of British Columbia known as the Golden Triangle. The Golden Triangle is an area which hosts numerous producing and past-producing mines and several large deposits that are approaching potential development. The Company holds a 100% earn-in option on the 1,704-hectare Doc Project and owns a 100% interest in the 3,336-hectare Snip North Project. Hanstone has a highly experienced team of industry professionals with a successful track record in the discovery of gold deposits and in developing mineral exploration projects through discovery to production.
For Further Information Contact:
Ray Marks, President
+1-(778)-896-7778, ray.marks@hanstonegold.com
Or visit the Company's website at www.hanstonegold.com
Forward Looking Statements Disclaimer
The information contained herein contains "forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of 1995 and "forward-looking information" within the meaning of applicable Canadian securities legislation. "Forward-looking information" includes, but is not limited to, statements with respect to the activities, events, or developments that the Company expects or anticipates will or may occur in the future. Generally, but not always, forward-looking information and statements can be identified using words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", or "believes" or the negative connotation thereof or variations of such words and phrases or state that certain actions, events, or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved" or the negative connotation thereof.
Forward-looking information and statements are based on the then current expectations, beliefs, assumptions, estimates and forecasts about Hanstone's business and the industry and markets in which it operates and will operate. Forward-looking information and statements are made based upon numerous assumptions, including among others, the results of planned exploration activities are as anticipated, the price of gold, the cost of planned exploration activities, that financing will be available if needed and on reasonable terms, that third party contractors, equipment, supplies and governmental and other approvals required to conduct Hanstone's planned exploration activities will be available on reasonable terms and in a timely manner and that general business and economic conditions will not change in a material adverse manner. Although the assumptions made by the Company in providing forward-looking information or making forward-looking statements are considered reasonable by management at the time, there can be no assurance that such assumptions will prove to be accurate.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
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