Hannan Announces Closing of C$1.76 Million Oversubscribed Private Placement
1305 – 1090 West Georgia Street, Vancouver, BC, V6E 3V7
Phone: +1 604 685 9316 / Fax: +1 604 683 1585
NEWS RELEASE May 9, 2023
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION
OR DISSEMINATION DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES.
HANNAN ANNOUNCES CLOSING OF C$1.76 MILLION OVERSUBSCRIBED PRIVATE PLACEMENT
Vancouver, Canada – Hannan Metals Limited (“Hannan” or the “Company”) (TSX.V: HAN) announces the closing
of its non-brokered unit private placement financing (the “ Offering”) announced on April 24, 2023. Pursuant to the
Offering, the Company has issued 7,044,460 units (the "Units") at a price of C$0.25 per Unit (the “Issue Price”) for gross
proceeds of C$1,761,115. Each Unit comprises one common share (a “Share”) and one-half of one common share purchase
warrant (a “Warrant”). Each Warrant entitles the holder to purchase one additional Share of the Company at an exercise
price of C$0.35 for a period of three years expiring on May 9, 2026. The Company has the right to force conversion of the
Warrants, if at any time from and after the date of issuance, the weighted average closing price of the Company’s common
shares on the TSX Venture Exchange (the “ Exchange”), equals or exceeds C$0.50 for 20 consecutive trading days. T he
expiry date of the Warrants will then be 30 days from the date of issue of a news release announcing the forced conversion.
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) (“T eck”), Hannan’s largest shareholder has increased its
interest in the Company and subscribed for 1,120,000 Units for gross proceeds to Hannan of C$280,000. Prior to the Private
Placement, Teck held 9.0% of Hannan. Upon closing of the Private Placement, Teck will hold 9.9% of the issued common
shares and warrants of Hannan on a partially diluted basis.
Mr. Michael Hudson, CEO, comments: “In this oversubscribed private placement, we have been able to continue to find
alignment of strategy with shareholders, while maintaining a tight share register. Our major shareholder Teck has increased
their position, and we have also received strong support from other key shareholders. We are very thankful for this support
and see it as a demonstrable vote of confidence in the technical merits of the Company's projects as well as our team. Over
the last two years Hannan has recognized the significant potent ial for large copper-gold-silver deposits in Peru, while
retaining optionality for large scale discoveries in Chile (copper) and Ireland (zinc/lead silver). This bold grassroots strategy
has attracted some of the largest industry participants to part ner with Hannan, with both Teck and JOGMEC involved at
equity and joint venture levels, respectively. With drilling o ngoing in Ireland, geophysical surveys in Chile and large
g e o l o g i c a l a n d s o c i a l t e a m v e r y a c t i v e i n P e r u , w e a r e v e r y e x cited about Hannan’s short-, medium- and long-term
exploration opportunities.”
All securities issued in connection with the Offering are subject to a statutory four-month hold period, expiring on September
10, 2023. The Company paid a cash commission of C$2,250 to a finder. The Private Placement is subject to final approval
of the Exchange.
The Company plans to use the net proceeds to fund exploration expenditures at the Company’s Peruvian, Chilean and Irish
projects, as well as for general working capital and corporate purposes.
Certain insiders of the Company participated in the Offering and purchased an aggregate of 180,000 Units. Participation of
the insiders in the Offering constituted a "related party trans action" as defined under Multilateral Instrument 61‐101 –
Protection of Minority Security Holders in Special Transa ctions ("MI 61‐101"), but was exempt from the formal
valuation and minority shareholder approval requirements of MI 61‐101, as neither the fair market value of the securities
issued to the insider nor the consideration paid by the insider exceeded 25% of the Company's market capitalization. None
of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did
not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders
of the Company had not been confirmed at that time.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933,
as amended (the “U.S. Securities Act”), or any U.S. state securities laws, and may not be offered o r sold in the “United
States” (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities
Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not
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constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful.
About Hannan Metals Limited (TSX.V:HAN) (OTCPK: HANNF)
Hannan Metals Limited is a natural resources and exploration co mpany developing sustainable resources of metal needed to meet the
transition to a low carbon economy. Over the last decade, the team behind Hannan has forged a long and successful record of discovering,
financing, and advancing mineral projects in Europe and Latin America. Hannan is a top ten in-country explorer by area in Peru, and has
recently optioned a copper-porphyry project in Northern Chile.
On behalf of the Board,
"Michael Hudson"
Michael Hudson, Chairman & CEO
Further Information
www.hannanmetals.com
1305 – 1090 West Georgia St., Vancouver, BC, V6E 3V7
Mariana Bermudez, Corporate Secretary,
+1 (604) 685 9316, [email protected]
Forward Looking Statements
Certain information set forth in this news release contains “forward-looking statements”, and “forward- looking information” for the purposes of applicable
securities laws. In making the forward-looking statements the C ompany has applied certain factor s and assumptions that are bas ed on the Company's
current beliefs as well as assumptions made by and information currently available to the Company. These statements address future events and conditions
and, as such, involve known and unknown risks, uncertainties an d other factors which may cause the actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the statements. These risks and uncertainties include
but are not limited to: the anticipated use of proceeds from th e Offering, market conditions an d the ability to obtain all nec essary regulatory approvals,
the political environment in which the Company operates continuing to support the development and operation of mining projects ; the threat associated
with outbreaks of viruses and infectious diseases, including th e novel COVID-19 virus; risks related to negative publicity wit h respect to the Company or
the mining industry in general; planned work programs; permitti ng; and community relations. Readers are cautioned not to plac e undue reliance on
forward-looking statements. The Company does not intend, and ex pressly disclaims any intention or obligation to, update or rev ise any forward-looking
statements whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Pr ovider (as that term is defined in the policies of the TSX Vent ure Exchange) accepts
responsibility for the adequacy or accuracy of this news release.