DSRI holds a 70% right, title and interest in and to the Cook Property (the 'Property') located in
The Transaction is intended to qualify as Hansco's 'Qualifying Transaction' as defined by Policy 2.4 of the
About the Cook Property
The Property is comprised of 88 mineral claims covering 7.4 square kilometers in
DSRI and Aurex are entitled to make such investment in the Property as they may determine, provided that
The Transaction
Under the Transaction, Hansco and Aurex will negotiate, execute and deliver the Definitive Agreement, pursuant to which Hansco will acquire 100% of the issued and outstanding common shares of DSRI (each, a 'DSRI Share'). As consideration for the acquisition of the DSRI Shares, Hansco will issue an aggregate of 14,000,000 Shares to Aurex at an anticipated price of no less than
Aurex is a reporting issuer in
The Transaction is subject to completion of certain conditions precedent, including without limitation: execution of the Definitive Agreement; the preparation and filing of a Filing Statement with the Exchange; completion by Hansco of a private placement (the 'Private Placement') for gross proceeds of no less than
Under the Private Placement, Hansco intends to raise no less than
Sponsorship of a Qualifying Transaction of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies or unless a waiver is granted by the Exchange. Hansco intends to apply for an exemption from the sponsorship requirements under section 3.4 of Exchange Policy 2.2 or a waiver of sponsorship if an exemption from sponsorship is unavailable; however, there can be no guarantee that a waiver will be granted if no exemption is available.
The Resulting Issuer
The Resulting Issuer will be a 'Mining' issuer under the policies of the TSXV. In conjunction with closing the proposed Transaction, the name of the Resulting Issuer will be changed to a name mutually agreed to in writing by Hansco and Aurex. The board of directors and management of the Resulting Issuer will be as determined by Hansco and Aurex prior to the execution of, and as reflected in, the Definitive Agreement, including without limitation that
About Hansco
Hansco is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.
Contact:
Tel: (604) 721-2650
Cautionary Note
Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
Forward-Looking Information
This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release in
Certain statements contained in this press release constitute 'forward-looking information' as such term is defined in applicable Canadian securities legislation. The words 'may', 'would', 'could', 'should', 'potential', 'will', 'seek', 'intend', 'plan', 'anticipate', 'believe', 'estimate', 'expect' and similar expressions as they relate to Hansco , including, the completion of the Transaction and the Private Placement and pro forma information regarding the Resulting Issuer, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Hansco's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the ability to obtain all requisite approvals (and otherwise satisfy all closing conditions) for the Transaction; the estimation of capital requirements; the estimation of operating costs; the timing and amount of future business expenditures and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; an escalation of the current COVID-19 pandemic; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments and exploration or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect Hansco in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Hansco does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Hansco undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable law.
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