March 20, 2018
Hansa Enters Into Option Agreement, Announces Financing and Appoints VP Corporate Development
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.
Poseidon has applied for an offshore mineral reconnaissance license (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 granted 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 following 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 with 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 Agreement 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.
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. Each 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 warrants, to the date which is 30 days following the date a news release is 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.
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.
On behalf of the Board of Directors
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 risk 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 Poseidon, failure to raise sufficient funds on the proposed terms or at all, and risks associated with mineral exploration, including the risk that actual results 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 release 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 benefit 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.