Hispania Resources Announces Closing of Non Brokered Private Placement
Hispania Resources Announces Closing of Non Brokered Private
Placement
Toronto, Ontario--(Newsfile Corp. – October 31, 2025) - Hispania Resources Inc. (TSXV: ESPN)
("Hispania" or the “ Company"), a mineral explora Ɵon company focused on Spain, announces
today that it has closed the second and final tranche (“ Second Tranche ”) of a non-brokered
private placement offering (the “ Offering”) initially announced on September 11, 2025. In
connection with the Second Tranche, the Company issued an additional 15,000,000 units of the
Company (the “Units”) at a price of $0.025 per Unit for Second Tranche proceeds of $375,000 on
October 31, 2025. The Units consist of (i) one common share of the Company (each, a "Common
Share"); and (ii) one Common Share purchase warrant (each, a " Warrant"). Each Warrant shall
entitle the holder to acquire one additional Common Share at an exercise price of C$0.05 for a
period of 36-months from issuance.
Along with the October 3, 2025 first tranche closing of 20,00,000 Units for proceeds of $500,000,
the Company has now 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
September 11, 2025 and October 3, 2025 each of which is available under the Company's SEDAR+
profile at www.sedarplus.ca.
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 (“TSXV”).
No commission or finders fees were payable in connection with the Second Tranche.
Rahim Allani subscribed for 1,000,000 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 (“MI 61-101”), 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 October 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% 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 2,800,000
Warrants representing approximately 9.11% 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 Resources Inc is a mineral exploration company focused on mining opportunities in
Spain. Hispania is currently focused on developing 3 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 have successfully 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.
For more information on Hispania Resources Inc., visit: http://HispaniaResources.com/.
Contact Information
For more information or interview requests, please contact:
Norman Brewster - Chief Executive Officer
(416) 970-3223
Rahim Allani - Director
(416) 457-0549
Forward-Looking Information
Certain information in this news release constitutes forward-looking statements and forward-
looking information (collectively, the “ forward-looking statements ”) within the meaning of
Canadian securities laws, and is subject to numerous risks, uncertainties, and assumptions, many
of which are beyond the Company’s control. This forward-looking information includes, among
other things, information with respect to the Company’s beliefs, plans, expectations,
anticipations, estimates and intentions. The words “may”, “could”, “should”, “would”, “suspect”,
“outlook”, “believe”, “anticipate”, “estimate”, “expect”, “intend”, “plan”, “target” and similar
words and expressions are used to identify forward-looking information, including the use of
proceeds of the Offering. The forward-looking information in this news release describes the
Company’s expectations as of the date of this news release.
The Company cautions that the foregoing list of material factors is not exhaustive. When relying
on the Company’s forward-looking information to make decisions, investors and others should
carefully consider the foregoing factors and other uncertainties and potential events. The
Company has assumed a certain progression, which may not be realized. It has also assumed that
the material factors referred to in the previous paragraph will not cause such forward-looking
information to differ materially from actual results or events. However, the list of these factors
is not exhaustive and is subject to change and there can be no assurance that such assumptions
will reflect the actual outcome of such items or factors.
The forward-looking statements contained in this news release represent the expectations of the
Company as of the date of this news release and, accordingly, is subject to change after such
date. Readers should not place undue importance on forward-looking information and should
not rely upon this information as of any other date. While the Company may elect to, it does not
undertake to update this information at any particular time.
Neither the TSXV nor its Regulation Services Provider (as that term is defined in the policies of the
TSXV) accepts responsibility for the adequacy or accuracy of this news release.