Hercules Announces Closing of Shares for Debt Transaction
Vancouver BC, October 21, 2025 - Hercules Resources Corp. (CSE: HERC) (the "Company" or "Hercules") today announced that it has closed the shares for debt transaction previously announced on October 10, 2025. The Company has settled an aggregate of $236,875 in outstanding indebtedness through the issuance of common shares of the Company (the "Debt Settlement").
Pursuant to the Debt Settlement, the Company has issued a total of 789,583 common shares (the "Settlement Shares") at a price of $0.30 per share to three creditors. The three creditors include Michael Smith, the Company’s Chief Executive Officer and a director, Equitas Capital Corp., an arm’s length consultant to the Company, and Kingfisher Consulting Ltd., a company controlled by the Chief Financial Officer of the Company.
Related Party Transactions:
The Debt Settlement with Michael Smith and Kingfisher Consulting Ltd. constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on 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, as the fair market value of the subject matter of the transaction, and the consideration paid, does not exceed 25% of the Company's market capitalization.
Equitas Capital Corp. is an arm's length party, and the Company confirms that Equitas Capital Corp. is a consultant and the issuance of shares to Equitas Capital Corp. qualifies for use of the "Consultancy Exemption" under applicable securities laws.
The Company confirms that none of the parties to the Debt Settlement hold more than 10% of the Company's issued and outstanding shares as a result of the Debt Settlement. The Debt Settlement is considered a related party transaction for the purposes of CSE Policy 6. Independent Directors of the Company reviewed and approved the Debt Settlement.
The Settlement Shares issued to Michael Smith and Kingfisher Consulting Ltd. are subject to a hold period under applicable securities laws, including CSE policy.
Michael Smith, President, and Chief Executive Officer [email protected] 604-319-6953
The information in this news release includes certain information and statements about management's view of future events, expectations, plans, and prospects that constitute forward- looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and because of a variety of factors, the actual results, expectations, achievements, or performance may differ materially from those anticipated and indicated by these forward-looking statements.. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results.
Although the Company believes that the expectations reflected in forward- looking statements are reasonable, it can give no assurances that the expectations of any forward- looking statements will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether because of new information, future events, changes in assumptions, changes in factors affecting such forward- looking statements, or otherwise.
Neither the Canadian Securities Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.