Tribeca Resources Ltd. entered into a letter agreement to acquire Hansa Resources Limited (TSXV:HRL) for CAD 11.3 million in a reverse merger transaction on July 8, 2021. Under the terms of agreement, Hansa will acquire Tribeca Resources through the issuance of an aggregate of 37.2 million shares on a post-consolidation basis which will amount to 186 million shares on a pre-consolidated basis. Tribeca Resources Ltd. entered into a definitive share exchange agreement to acquire Hansa Resources Limited in a reverse merger transaction on June 29, 2022. Hansa will acquire all of the issued and outstanding common shares of target through the issuance of 37,603,932 post consolidation common shares in the capital of the company at a deemed price of approximately CAD 0.25 per share for aggregate consideration of approximately CAD 9.4 million. Upon completion of the transaction, it is anticipated that the resulting issuer will have approximately 51.9 million shares issued and outstanding. Prior to completion of the transaction Hansa anticipates completing a consolidation of its issued and outstanding share capital on the basis of five Hansa shares for every one currently outstanding Hansa share. Prior to or concurrent with closing, Tribeca Resources will complete a private placement financing for gross proceeds of CAD 2.4 million ($2 million). Upon Closing, it is anticipated that the former shareholders of Tribeca Resources will own approximately 72.68% of the shares of the resulting issuer. On closing of the transaction, it is anticipated that the resulting issuer will change its name to Tribeca Resources Corporation. The Hansa shares are currently halted from trading, and the trading of the Hansa shares is expected to remain halted pending completion of the transaction. It is anticipated that following completion of the transaction, the resulting issuer will be a Tier 2 mining issuer listed on the exchange. Upon completion of the transaction, it is expected that the management of the resulting issuer will consist of Paul Gow as the Chief Executive Officer, Nick DeMare as Chief Financial Officer and Corporate Secretary 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 Tribeca Resources. The remaining current directors and officers of Hansa will resign upon closing of the transaction.

Closing of the transaction is subject to a number of conditions including, but not limited to: execution of the Definitive Agreement, receipt of requisite shareholder approvals of Tribeca Resources and Hansa, as necessary, entering into all escrow arrangements required by the TSXV, receipt of all requisite regulatory approvals relating to the transaction, completion of mutually satisfactory due diligence reviews, completion of the Tribeca Resources Financing, completion of an internal corporate reorganization by Tribeca Resources, Tribeca Resources having working capital of at least CAD 2.2 million($1.75 million) and Hansa having working capital of at least CAD 500,000, delivery by Tribeca to Hansa of a current title opinion in respect of the property in form and substance satisfactory to Hansa, acting reasonably, completion of a current technical report prepared in accordance with National Instrument 43-101 -- Standards of Disclosure for Mineral Projects in respect of the property, preparation of Tribeca's financial statements in such form and covering such periods as required for the purposes of the required disclosure by Hansa and completion of the Consolidation by Hansa. As of October 21, 2021, Tribeca and Hansa have agreed to extend the date for signing the definitive agreement. The internal corporate reorganization of Tribeca Resources was completed as of December 22, 2021. As of June 29, 2022, Tribeca Resources has completed a non-brokered private placement. The board of Tribeca Resources and Hansa Resources have unanimously approved the transaction. The transaction is expected to close in October 2021. As of July 7, 2022, transaction is expected to complete by August 28, 2022.

Jason Sutherland of DuMoulin Black LLP acted as legal advisor to Hansa Resources Limited. Tony Wonnacott of Wonnacott Consulting Professional Corporation acted as legal advisor to Tribeca Resources.