Hansa Announces Proposed Acquisition of La Higuera IOCG Property in Chile by way of Reverse Takeover and Related Consolidation and Name Change
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NEWS RELEASE July 14, 2021
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Hansa Announces Proposed Acquisition of La Higuera IOCG Property
in Chile by way of Reverse Takeover and Related Consolidation and Name Change
Vancouver, Canada – Hansa Resources Ltd. (“Hansa” or the “Company”) (TSXV -HRL) is pleased to
announce that it has entered into a letter agreement, dated July 8, 2021 (the " Letter Agreement"), with
each of Tribeca Resources Ltd. (“ TRL”), Tribeca Resources Chile SpA (“ TRC”), Bluerock Resources SpA
(“Bluerock”), P&C Gow Investments Pty Ltd., and Thomas Schmidt (collectively, the “ RTO Acquirors”),
which sets out the principal terms upon which the Company will acquire all of the issued and outstanding
securities of TRL (the "Transaction") which, immediately prior to closing of the Transaction, will control,
indirectly, the prospective La Higuera iron-oxide copper gold (IOCG) Project, located in the Coquimbo
Region, Chile (the “La Higuera IOCG Property” or the “Property”).
The Transaction will constitute an Arm’s Length Transaction, as such term is defined in the policies of the
TSX Venture Exch ange (the “ TSXV”). Hansa, after giving effect to the completion of the Transaction, is
referred to in this press release as the " Resulting Issuer”. On closing of the Transaction it is anticipated
that the Resulting Issuer will change its name to “Tribeca Resources Corporation”.
Highlights
• Experienced and industry-respected ex-Xstrata/Glencore team with high Insider ownership post
Transaction
• Fully financed, drill-ready cornerstone asset: copper dominant La Higuera IOCG Property located
in the Coquimbo Region of Chile
• Further district consolidation potential around La Higuera IOCG Property with advanced pipeline
of additional projects being pursued in the broader Chilean IOCG Belt
• TRL to raise US$2 million in concurrent financing prior to closing the Transaction
• Consolidation of the Hansa Shares on a 5:1 basis
• Transaction expected to close in October 2021
“In Tribeca Resources, we believe we have uncovered the right combination of a strong team with high
potential copper exploration assets in Chile, the world's largest copper producer.”, said Robert Atkinson
Chairman of Hansa. “Upon completion of the proposed Transaction, Hansa shareholders will be aligned
with, and stand to share in, the successes of TRL's experienced team of former Xstrata/Glencore
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executives, as they drill their cornerstone asset a nd continue to execute their resource discovery and
growth strategy in the Chilean Coastal IOCG Belt”.
Dr. Paul Gow, CEO -elect of Hansa states: “Tribeca brings extensive South American copper expertise,
with the principals having worked for many years with some of the world’s largest copper producers and
explorers in the region. It has taken a number of years to consolidate the La Higuera district and we now
look forward to working towards a significant copper -cobalt-gold discovery in the heart of one of the
world’s most significant IOCG belts. La Higuera is an historic mining centre with lesser modern
exploration. Nevertheless, the district has already demonstrated very thick mineralized drill intersections
across a large area, with numerous coincident magnetic-IP-chargeability drill targets, with several under
interpreted thin gravel cover (<30m thickness), remaining to be immediately drill tested.”
Transaction Summary
The common shares of Hansa (the “Shares” or “Hansa Shares”) are listed for trading on the TSX Venture
Exchange (the " TSXV" or the " Exchange") under the stock symbol "HRL". Prior to completion of the
Transaction (the “ Closing”), the Company anticipates completing a consolidation of its issued and
outstanding share capital on the b asis of five (5) Hansa Shares for every one (1) currently outstanding
Hansa Share (the “Consolidation”).
Prior to or concurrent with Closing, it is a condition to Closing, among other things, that TRL complete a
private placement financing for gross proceeds of US$2,000,000 (the “TRL Financing”). Additional details
regarding the terms of the TRL Financing, including the issue price per TRL Share and the number of TRL
Shares to be issued, will be announced in a subsequent press release of the Company.
It is anticipated that Hansa will acquire TRL through the issuance of an aggregate of 37,200,000 Shares on
a post-Consolidation basis, to shareholders of TRL, including holders of shares issued pursuant to the TRL
Financing. The Transaction is expected to constitute a “Reverse Takeover”, as such term is defined in the
policies of the TSXV. Upon Closing, it is anticipated that the former shareholders of TRL will own
approximately 72.68% of the Shares of the Resulting Issuer.
From and upon completion of the Transaction, the Resulting Issuer will carry on the mineral exploration
business conducted by TRL and its subsidiaries, with a focus on the La Higuera IOCG Property located in
the Coquimbo region of Chile. Hansa and TRL anti cipate that, on Closing, the Resulting Issuer will meet
the TSXV's initial listing requirements for a Tier 2 mining issuer. Exploration plans for the La Higuera IOCG
Property will be updated on completion of the Transaction. See “La Higuera IOCG Property ” below for
more details on the Property, including significant geological features of the project.
The Letter Agreement was negotiated at arm's length and the terms and conditions outlined in the Letter
Agreement are binding on the parties. The Letter Agreement is expected to be superseded by a definitive
agreement (the "Definitive Agreement") to be negotiated between Hansa and the RTO Acquirors.
About TRL
TRL was incorporated under the laws of the Province of British Columbia for the purposes of completing
the Reorganization (as defined herein) and completing the Transaction. Upon completion of the
Reorganization, TRL’s sole property will be the La Higuera IOCG Property, located in the Coquimbo Region,
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Chile and its principal business focus will be the exploration and development of the copper dominant
mineral prospects.
La Higuera IOCG Property
The La Higuera IOCG Property consists of 40 mining and 2 exploration licences for 4,074 hectares, located
in the Coquimbo Region of northern Chile, 40km north of the city of La Serena. A total of 2,827 hectares
are owned 100% by TRL, with the remainder the subject of two separate purchase option agreements.
The La Higuera IOCG Property is located towards the southern end of the Chilean Coastal Iron -Oxide
Copper- Gold (" IOCG") Belt (Figure 1), one of the four major IOCG belts globally, and which hosts
exploration by numerous junior to mid-tier copper explorers, developers and miners. Chile is the world's
largest copper producer, having produced 5.7 million metric tons of copper in 2020.
The Property is hosted within Jurassic to Cretaceous age intrusive and volcanic rocks that form part of the
Coastal Cordillera (Figure 2). The Property is located within and adjacent to the Atacama Fault System, a
long-lived system of faults that extends for approximately 1,000 km in northern Chile and is associated
with the major copper -gold deposits of the Coastal IOC G Belt. Prominent examples of these deposits
include the Candelaria, Mantos Blancos, Dominga and Santo Domingo deposits (Figure 1). As well as
copper and gold, the development plans for the Dominga and Santo Domingo deposits also include
production of iron ± cobalt.
The broader La Higuera district has a rich history of small-scale 19th century mining, with high grade copper
and gold ores mined from underground workings and either smelted locally or exported to smelters
abroad. The historic La Higuera mining center, which is surrounded by the Properties (Figure 2) continues
to support sporadic small scale open-pit mining.
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Figure 1. Location of the La Higuera IOCG property and key IOCG deposits within the Chilean Cretaceous Coastal IOCG Belt.
Tonnage and g rade figures for the deposits sourced as follows: El Espino (Measured and Indicated Resources , NI 43 -101
compliant; refer to the El Espino-Venus NI 43-101 Technical Report – Effective Date 20 January 2011), Dominga (Historic mineral
resource; refer to Veloso et al, 2017. Mineralium Deposita), Candelaria (Measured, Indicated and Inferred Mineral Resources ,
including the Española deposit, NI 43-101 compliant; refer to Lundin 2018 Mineral Resource and Mineral Reserves Estimates
Statement News Release dated 6 September 2018), Mantoverde (Measured, Indicated and Inferred Mineral Resources additional
to Ore Reserves, JORC Code 2012 compliant; refer to the Anglo American plc Ore Reserves and Mineral Resources Report 2013),
Santo Domingo (Measured and Indicated Mineral Resource , NI 43 -101 compliant ; refer to NI 43 -101 Technical Report on
Feasibility Study – Effective Date 22 May 2014), Mantos Blancos (Measured, Indicated and Inferred Mineral Resource additional
to Ore Reserves, JORC Code 2012 compliant; refer to the Anglo American plc Ore Reserves and Mineral Resources Report 2013),
and Marimaca (Measured, Indicated and Inferred Resources , NI 43 -101 compliant; refer to NI 43 -101 Technical Report PEA –
Effective Date 4 August 2020).
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Figure 2: Overview of the La Higuera IOGC Property showing its location within the Jurassic -Cretaceous rocks of the Coastal
Cordillera and along the Atacama Fault System (represented in this district by the La Higuera Shear Zone and El Tofo Fault), and
adjacent to the historic La Higuera mining center enclosed by the Benja & Blanco licences.
Modern exploration efforts on the Property were completed between 2000 and 2013 by Latin American
Copper (“LAC”), Peregrine Minerals ("Peregrine") and Azul Ventures (“Azul”). Two key IOCG systems were
discovered on the Property through 6,823m of drilling when i) in 2000 LAC targeted down -dip and strike
extensions to near surface mineralization at the Chirsposo prospect and intersected 82m @ 0.35% Cu and
19.2% Fe from 64m (CAB0006) under shallow gravel cover in 2000, and ii) in 2005 when Peregrine
intersected 285m @ 0.40% Cu, 0.08 g/t Au and 23.5% Fe from 100m (LH-RC-07) within a 12-hole program
at the Gaby Prospect.
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Limited diamond drilling was further undertaken by Peregrine in 2008 at the Chirsposo prospect and
several regional targets, confirming the geometry of mineralization at Chirsposo when intersecting 54m
@ 0.38% Cu, 0.09 g/t Au and 14.8% Fe from 122m, 300m along strike from hole CAB0006.
Both the Chirsposo and Gaby targets, as well as much of the surrounding licences, were covered with
ground magnetic surveying (at 50 -100m line spacing) and 100m pole -dipole Induced Polarization (“ IP”)
surveying at 400m line spacing by Peregrine and Azul, providing additional coincident magnetic -IP-
chargeability drill targets, with several under interpreted thin gravel cover (<30m thickness).
Mineralization from the Chirsposo and Gaby targets appears broadly similar and comprises a pyrite -
chalcopyrite assemblage with associated quartz -magnetite-epidote alteration, overprinting intense
amphibole-albite-magnetite-pyrite alteration. Mineralization may be present as veins, disseminated, or
more rarely within thin breccia zones.
In 2006 Peregrine completed a short program of metallurgical test work on two iron -rich (between 40-
48% Fe) composites of drill core from the Gaby target, to investigate the potential to recover copper, gold,
iron and cobalt. The copper head grades of the composites were 0.75% Cu and 0.1% Cu. The work
indicated a copper and gold recovery of 85% and 65%, respectively, at a K80 of 139 m, with recoveries
improving to 90% and 75% at a K80 of 87m. Magnetic separation test work on the rougher copper tailing
at the fine grind produced a 69.4% Fe concentrate. In addition, a pyrite concentrate was floated from the
rougher copper tailing, which had a 0.4% Co content with 50% recovery.
The La Higuera IOCG Property is considered by TRL to be prospective for the discovery and development
of copper-gold (±iron ± cobalt) deposits of the IOCG style.
Property Ownership
Ownership of the Property was consolidated by TRL over the period 2017 to 2020 by two outright
acquisitions for 100% ownership, and two 100% purchase option agreements, as follows:
• Caballo Blanco: Bluerock acquired 100% ownership of the Caballo Blanco licences from a private
Chilean entity in 2015, for a payment of US$43,750 and a 1% NSR royalty. TRL acquired a
majority interest in Bluerock in 2017.
• Gaby-Totito: Bluerock entered into a five -year purchase option for 100% of the Gaby -Totito
licences in 2019 for consideration of a US$100,000 upfront payment, staged Exploration Levy
payments (5% of exploration expenditures during the option period up to a cumulative total of
US$500,000) and a US$2,000,000 payment to exercise the option.
• Don Baucha: Bluerock entered into a three -year purchase option for 100% of the Don Baucha
licences in 2019 for consideration of US$225,000 over three years, $30,000 of which has already
been paid.
• Benja & Blanco: Bluerock acquired 100% ownership of the Benja & Blanco licences from a TSXV
listed entity in 2020 in return for a 1% NSR royalty.
The only outstanding acquisition payments on the Property are a US$195,000 payment to exercise the
Don Baucha option required by February 2022, and a US$2,000,000 payment required by March 2024 to
exercise the Gaby-Totito option.
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Financial Information about TRL
Additional financial information about TRL, including it s assets, liabilities and net profit or loss, is
anticipated to be provided in a subsequent press release of the Company.
Definitive Agreement
Hansa and the RTO Acquirors intend to effect the Transaction pursuant to a Definitive Agreement,
whereby Hansa will acquire all of the issued and outstanding securities of TRL in consideration for the
issuance to the former shareholders of TRL of 37,200,000 Shares on a post-Consolidation basis. Pursuant
to the Transaction, TRL will become a wholly-owned subsidiary of Hansa. Hansa and TRL have agreed to
cooperate with each other in structuring the Transaction in an efficient manner and the final Transaction
structure may differ from that presented above following receipt of final tax, securities, corporate law and
other advice.
Closing of the Transaction is subject to a number of conditions including, but not limited to: (i) execution
of the Definitive Agreement; (ii) receipt of requisite shareholder approvals of TRL and Hansa, as necessary;
(iii) entering into all escrow arrangements required by the TSXV; (iv) receipt of all requisite regulatory
approvals relating to the Transaction, including, without limitation, the TSXV; (v) completion of mutually
satisfactory due diligence reviews; (vi) completion of the TRL Financing; (vii) completion of an internal
corporate reorganization by TRL (the " Reorganization"), in a manner satisfactory to Hansa acting
reasonably; (viii) TRL will have delivered to Hansa a current title opinion in respect of the Property in form
and substance satisfactory to Hansa, acting reasonably; (ix) TRL will have completed a current technical
report prepared in accordance with National Instrument 43 -101 - Standards of Disclosure for Mineral
Projects (“NI 43-101”) and the requirements of the TSXV, in respect of the Property; (x) preparation of
TRL's financial statements in such form and covering such periods as required for the purposes of the
required disclosure by Hansa; (xi) TRL having working capital of at least US$1,750,000 (includ ing the net
proceeds of the TRL Financing) and Hansa having working capital of at least C$500,000, in each case
immediately prior to Closing; (xii) completion of the Consolidation by Hansa; and (xiii) no material adverse
changes having occurred with respect to either Hansa or TRL.
The Resulting Issuer
The Resulting Issuer will continue conducting the business of TRL, with a focus on mineral exploration
activities on the La Higuera IOCG Property.
Directors, Management and Insiders
Upon completion of the Transaction, it is expected that the management of the Resulting Issuer will
consist of Paul Gow as the CEO and Thomas Schmidt as President, with further appointments to be made.
It is anticipated that the board of directors of the Resulting Issuer will initially consist of Robert G Atkinson,
Paul Gow and Thomas Schmidt as well as a nominee of Hansa, and a nominee of TRL. The remaining
current directors and officers of Hansa will resign upon Closing of the Transaction.
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The following individuals are expected to be directors or senior officers of the Resulting Issuer:
Dr. Paul Gow – Chief Executive Officer and Director
Dr. Paul Gow, co -founder of Tribeca Resources, is an industry renowned geologist and manager
whose career has spanned academia, mineral exploration, project evaluation, through to
feasibility studies. He has global expertise with iron oxide copper -gold deposits, having led
exploration and development programs in many of the world’s major iron oxide copper -gold
provinces. These include the Gawler Craton, the Carajás district, and the Mount Isa-Cloncurry Belt.
Dr. Gow was formerly General Manager of Xstrata’s/Glencore’s Frieda River copper -gold project
and Director Brazil Exploration of Xstrata Copper based in Belo Horizonte/Carajás. For the last 18
months he has been Acting Group Leader - Total Deposit Knowledge at the Sustainable Minerals
Institute of the University of Queensland, Australia.
Thomas Schmidt – President and Director
Thomas Schmidt, a co -founder of Tribeca Resources, is an M&A and Finance professional with
wide ranging experience executing copper transactions across Latin America, including with
Xstrata/Glencore’s Latin American copper business based in Santiago. Thomas originally joined
Xstrata in London in 2003 as a member of the Corporate Development team, from JP Morgan
where he was an investment banking Associate. Prior to co -founding TRL, he gained investing
experience during a spell with Barclay s Natural Resource Investments in Doha, Qatar. Formerly
he was General Manager of Finance at Xstrata/Glencore responsible for the Collahuasi and
Antamina joint ventures in Chile and Peru respectively
Robert G. Atkinson – Director
Mr. Atkinson currently s erves as a director of Hansa, and has served as a director and audit
committee member of the Company since 1999. He is the former President and CEO of Loewen
Ondaatje McCutcheon & Co Ltd., a Canadian investment dealer , a founder of Artemis Gold Inc.,
and has served as a director of several other public companies, including as Vice Chairman of
Atlantic Gold until its sale in 2019 . Mr. Atkinson holds a Bachelor of Commerce degree from the
University of British Columbia.
Transaction Negotiated at Arm’s-Length
The Transaction will constitute an Arm’s Length Transaction (as such term is defined in the policies of the
TSXV). No person who or which is a Non -Arm's Length Party of the Company has any direct or indirect
beneficial interest in TRL or its assets (including the La Higuera IOCG Property) prior to giving effect to the
Transaction and no such persons are also insiders of TRL. Similarly, there is no known relationship between
or among any person who or which is a Non -Arm's Length Party of the Company and any person who or
which is a Non-Arm's Length Party to TRL.
Sponsorship
The TSXV has discretion to require sponsorship in connection with certain significant transactions where
the TSXV considers sponsorship necessary or advisable. In the event the TSXV determines that
sponsorship is required in connection with the Transaction, the Company intends to make an application