Hansa Enters into Option Agreement, Announces Financing and Appoints VP Corporate Development
1305 – 1090 West Georgia Street
Vancouver BC V6E 3V7
Phone: 604.685.9316 / Fax: 604.683.1585
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HANSA ENTERS INTO OPTION AGREEMENT, ANNOUNCES FINANCING AND
APPOINTS VP CORPORATE DEVELOPMENT
Date March 20th 2018
TSXV: HRL
Frankfurt :3F2
OTC:HRLTF
Vancouver, British Columbia - Hansa Resources Ltd. (TSX Venture : HRL) ( “Hansa” or the
“Company”) is pleased to announce a Mineral Property Option Agreement (the “Option
Agreement”) between Hansa and Poseidon Offshore Minerals Inc. (“Poseidon”) and a
private placement.
OPTION AGREEMENT
Poseidon has applied for an offshore mineral reconnaissance licens e (the “ License”), to
explore for gold, diamond, heavy minerals and aggregate in an area of 20,000 km2 on the
continental shelf of Ghana.
Pursuant to the Option Agreement, Poseidon grant ed to Hansa an exclusive option, to
acquire 60% of Poseidon’s direct and indirect interest in and to the License, which would
represent a 54% interest in the License taking into account the interests of the Government
of Ghana . To earn the interest Hansa will be required to fund work programs totaling
US$4,000,000 over the 36 month period fol lowing the effective date of which US$100,000
has been paid. The Option Agreement is subject to standard conditions precedent including
finalization of all documentation relating to the License and the grant of the License. The
Company will not proceed w ith any payments in respect of the option until all conditions
precedent are satisfied . The transaction remains subject to acceptance of filings with TSX
Venture Exchange with respect to the Option A greement and the grant of the License to
Poseidon. While we anticipate the License will be granted shortly there can be no assurance
with respect to the grant.
Pursuant to the Option Agreement, Poseidon will be the operator of the project bringing a
management team that has been directly involved as an owner and operator of numerous
mines around the world and particularly three mines in Ghana: Bogosu, ABOSSO -Damang
and Tarkwa. Combined these mines currently produce approximately 800,000 oz. of gold
annually and are owned by major mining companies.
PRIVATE PLACEMENT
Hansa is also pleased to announce that it has engaged Ascenta Finance Corp. (“Ascenta”)
to assist the Company in a private placement (the “ Private Placement”) of up to 40,000,000
units priced at $0.05 per unit to raise proceeds of up to $2,000,000. Eac h unit is comprised
of one common share and one share purchase warrant. Each warrant is exercisable for an
additional common share of Hansa at a price of $0.10 per share for a period of 24 months
from the date of issuance. The proceeds from the financing will be used to fund exploration
expenditures on the License area in accordance with the option agreement and if the
License is not granted the Private Placement will not complete.
Hansa will have the option to accelerate the expiry of the warrants should the closing price of
Hansa’s common shares equal or exceed $0.18 for 10 consecutive trading days following
the date that is four months and one day after the date of issuance of the w arrants, to the
date which is 30 days following the date a news release i s issued by the Company
announcing the reduced term of the warrants.
The Private Placement is subject to certain conditions including, but not limited to, the
receipt of all necessary approvals, including the approval of the TSX Venture Exchange. The
securities issued pursuant to the Private Placement will be subject to a four month and one
day statutory hold period. Agent’s fees and compensation options will be paid by the
Company in conjunction with the completion of the Private Placement in accordance with
applicable laws and stock exchange policies.
CORPORATE APPOINTMENT
Hansa Resources Limited is pleased to announce the appointment of John Costigan as Vice
President, Corporate Development.
In this new role as VP of Corporate Development Mr. Costigan will lead strategic business
development efforts and will focus on helping Hansa achieve its organic growth objectives.
The Company’s shares will remain halted pending completion of documentation required by
the TSX Venture Exchange.
ABOUT HANSA RESOURCES LIMITED.
Hansa is a TSX Venture Exchange, Frankfurt and OTC listed Canadian mineral exploration
company with 57 million shares outstanding, one million dollars Canadian cash and a 1.9%
net smelter return royalty on the Zhumba gold property in south east Kazakhstan that was
sold to Kazzink Ltd. the largest mining company in Kazakhstan and a subsidiary of Glencore
plc the largest mining company in the world.
For further information on Hansa Resources Ltd. please visit www.hansaresources.com.
Contact [email protected] or call 604-685-9316
On behalf of the Board of Directors
“John Nugent”
President
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of
the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward -Looking Statements: This news release includes certain forward- looking
statements and forward- looking information (together, “forward -looking statements”). All statements other
than statements of historical fact included in this release, including, without limitation, statements regarding
the the Option Agreement and the Company’s option to acquire an indirect interest in the License, if granted,
the Private Placement, the use of proceeds from the Private Placement, other future plans and objectives of the
Company and prospects and potential mineralization on the License area are forward -looking statements.
There can be no assurance that such statements will prove to be accurate and actual results and future events
may vary from those anticipated in such statements. Important ris k factors that could cause actual results to
differ materially from the Company's plans or expectations include failure to obtain TSX Venture Exchange
acceptance of the Option Agreement and the Offering (together, the “Transaction”) , failure to remove
conditions to completion of the Transaction, including the failure of the License to be granted to Posei don,
failure to raise sufficient fund s on the proposed terms or at all , and risks associated with mineral exploration,
including the risk that actual result s of exploration will be different from those expected by management and
the risk that potential mineralization will not be upgraded or verified, and the other risks disclosed in this news
release. The forward -looking statements in this news release were developed based on the assumptions and
expectations of management, including that TSX Venture Exchange acceptance for the Transaction will be
obtained, conditions will be satisfied, required fundraising will be completed, the other assumptions disclosed in
this news release and that the risks described above will not materialize. There can be no assurance that the
Transaction will complete. The Company expressly disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events or otherwise, except as
otherwise required by applicable securities legislation.
This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall
there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of such jurisdiction,
including the United States. The securities referenced in this press r elease 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 state securities laws and may not be offered or sold within the United States or to, or for
the account or benefi t of, a "U.S. person," as such term is defined in Regulation S under the U.S.
Securities Act, unless an exemption from such registration requirements is available.