Hanstone Gold Corp. Announces Closing of Qualifying Transaction
Hanstone Gold Corp. Announces Closing of
Qualifying Transaction
Vancouver, British Columbia--(Newsfile Corp. - August 19, 2020) -
Hanstone Gold Corp.
(TSXV:
HANS)
("Hanstone" or the "Company"; formerly Hanstone Capital Corp.) is pleased to announce that it
has successfully completed its previously announced "Qualifying Transaction", as defined by Policy 2.4
of the TSX Venture Exchange (the "Exchange") with Milestone Infrastructure Inc. ("Milestone") (see
Hanstone's press releases dated February 24, 2020, March 19, 2020, April 29, 2020, June 26, 2020
and July 21, 2020).
The Qualifying Transaction
Pursuant to an asset purchase agreement dated as of March 17, 2020 between Hanstone and Milestone
(the "Milestone Agreement"), as amended, Hanstone has acquired all of Milestone's right, title and
interest in and to the Doc Property (the "Doc Property"), comprised of 10 mineral claims located in the
Skeena Mining Division in British Columbia. As consideration for the acquisition of the Doc Property,
Hanstone issued an aggregate of 4,500,000 common shares (4,000,000 shares to Bob Hans and
500,000 shares to Raymond Marks) and paid an aggregate of $150,000 in cash for pre-closing
expenditures related to the Doc Property incurred or accrued by Milestone. In connection with the closing
of its Qualifying Transaction, Hanstone also acquired a 100% interest in and to the Snip North property
(the "Snip North Property"), comprised of five mineral claims located in British Columbia, approximately
50 kilometers north of the Doc Property. As consideration for the acquisition of the Snip North Property,
Hanstone issued an aggregate of 200,000 common shares.
On closing of the Qualifying Transaction and the acquisition of the Snip North Property, as well as closing
the private placement described below, there are 26,228,914 Hanstone common shares issued and
outstanding. Messrs. Hans and Marks collectively hold approximately 25.35% of the shares, the vendor
of the Snip North Property holds approximately 0.76% of the shares, participants in the private
placement hold approximately 59.21% of the shares, and the remaining Hanstone shareholders hold
approximately 14.68% of the shares.
Final acceptance of the Qualifying Transaction will occur upon the issuance of the Final Exchange
Bulletin (the "Exchange Bulletin") by the Exchange. Subject to final acceptance by the Exchange,
Hanstone will be classified as a Tier 2 "Mining" issuer pursuant to Exchange policies and its common
shares are expected to commence trading on the Exchange on August 24, 2020.
The Private Placement
Concurrently with completion of the Qualifying Transaction, Hanstone closed its private placement
financing for gross proceeds of $3,000,000. Hanstone raised $2,268,588 in gross proceeds through the
issuance of 12,603,266 subscription receipts (each, a "Subscription Receipt") at a price of $0.18 per
Subscription Receipt (see Hanstone's press release dated July 21, 2020). On closing of the Qualifying
Transaction, each Subscription Receipt converted into one Hanstone common share and one common
share purchase warrant (each warrant exercisable for an additional Hanstone common share at an
exercise price of $0.25 for two years from the date of issuance). The shares and warrants issued on
conversion of the Subscription Receipts are subject to a four month hold period which expires November
21, 2020.
The remaining gross proceeds of $731,412 were raised through the issuance of 2,925,648 "flow-
through" units (each, a "FT Unit") at a price of $0.25 per FT Unit, with each FT Unit comprised of one
"flow-through" common share and one common share purchase warrant (each warrant exercisable for an
additional Hanstone common share at an exercise price of $0.35 for two years from the date of
issuance). The common shares and warrants issued as part of the FT Units are subject to a four month
hold period which expires December 20, 2020.
Under the private placement Hanstone paid aggregate cash finder's fees of $9,140 and issued an
aggregate of 4,000 finder's warrants exercisable for one Hanstone share for two years at a price of
$0.25 per share. The finder's warrants and their underlying shares are subject to a four month hold
period which expires December 20, 2020.
Escrowed Securities
Pursuant to the terms of an Exchange Tier 2 Value Security Escrow Agreement among Hanstone,
Computershare Investor Services Inc. (as escrow agent) and certain Hanstone shareholders, an
aggregate of 4,586,910 Hanstone shares have been placed in escrow. In addition, an aggregate of
3,000,000 shares are subject to an Exchange CPC Escrow Agreement.
Directors and Officers
Following closing of the Qualifying Transaction, the directors and officers of Hanstone are:
Raymond Marks
President, CEO and Director
Bob Hans Executive
Chairman and Director
Robert Quinn Vice
President and Director
Karen Frisky
CFO and Corporate Secretary
Andre Douchane
Director
James Engdahl
Director
About Hanstone
Hanstone Gold Corp. is a mineral exploration company focused on exploration of its Doc Property
located in in the Skeena Mining Division in British Columbia. Hanstone also holds a 100% interest in the
Snip North Property, located approximately 50 kilometers north of the Doc Property.
For additional information, please refer to the Company's disclosure record on SEDAR
(
www.sedar.com
) or contact the Company as follows: Robert Quinn, Vice President, at (713) 412-2620.
###
Neither the 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
.
The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction
and has neither approved nor disapproved the contents of this news release.
Certain statements contained in this press release constitute "forward-looking information" as such
term is defined in applicable Canadian securities legislation. The words "may", "would", "could",
"should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and
similar expressions as they relate to Hanstone, the Doc Property and the Snip North Property are
intended to identify forward-looking information. All statements other than statements of historical fact
may be forward-looking information. Such statements reflect the Company's current views and
intentions with respect to future events, and current information available to them, and are subject to
certain risks, uncertainties and assumptions Many factors could cause the actual results, performance
or achievements that may be expressed or implied by such forward-looking information to vary from
those described herein should one or more of these risks or uncertainties materialize. Such factors
include but are not limited to: changes in economic conditions or financial markets; increases in
costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive
developments; and exploration or operational difficulties. This list is not exhaustive of the factors that
may affect forward-looking information. These and other factors should be considered carefully, and
readers should not place undue reliance on such forward-looking information. Should any factor affect
the Company in an unexpected manner, or should assumptions underlying the forward-looking
information prove incorrect, the actual results or events may differ materially from the results or events
predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary
statement. Moreover, the Company does not assume responsibility for the accuracy or completeness
of such forward-looking information. The forward-looking information included in this press release is
made as of the date of this press release and the Company undertakes no obligation to publicly
update or revise any forward-looking information, other than as required by applicable law.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/62156