Hercules Announces Closing of Shares for Debt Transaction
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 shareh older 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 tran saction 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 an d Kingfisher Consulting Ltd. are subject to
a hold period under applicable securities laws, including CSE policy.
Michael Smith, President, and Chief Executive Officer
604-319-6953
The information in this news releas e includes certain information and st atements about mana gement's view of
future events, expectations, plans, and prospects that cons titute forward- looking st atements. These statements
are based upon assumptions that are subject to signi ficant risks and uncertainties. Because of these risks and
uncertainties and because of a variety of factors, the ac tual 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 di ffer materially from these forward-look ing statements as well as future
results.
Although the Company believes that the expectations re flected in forward- looking statements are reasonable, it
can give no assurances that the expectat ions of any forward- looking statemen ts 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 de fined in the
policies of the Canadian Securities Ex change) accepts responsibility for the ad equacy or accuracy of this release.