Hispania closes $375,000 final tranche of placement

Executive Summary

• Hispania Resources Inc. has closed the second and final tranche of its non-brokered private placement, raising an additional $375,000.
• The company has now raised a total aggregate of $875,000 from the offering, which the CEO states is sufficient to execute current plans and opportunities in Spain, thereby avoiding further dilution.
• The transaction involved the issuance of 15 million units at 2.5 cents per unit, including a related-party subscription by Rahim Allani, bringing his ownership stake to approximately 9.11% on a partially diluted basis.

Key Details

• Transaction Structure: Non-brokered private placement, second and final tranche.
• Units Issued (Tranche 2): 15,000,000 units.
• Price Per Unit: 2.5 cents.
• Proceeds (Tranche 2): $375,000.
• Total Aggregate Proceeds: $875,000 (including $500,000 from the first tranche closed on Oct. 3, 2025).
• Unit Composition: Each unit consists of one common share and one common share purchase warrant.
• Warrant Terms: Each warrant entitles the holder to acquire one additional common share at an exercise price of five cents for a period of 36 months from issuance.
• Hold Period: Securities are subject to a four-month-and-one-day hold period under Canadian securities laws and TSX Venture Exchange policies.
• Fees: No commission or finders' fees were payable in connection with the second tranche.
• Related Party Transaction: Rahim Allani subscribed for 1,000,000 units in the second tranche.
  • Pre-transaction Ownership: 6,082,000 common shares (~7.75% on a partially diluted basis).
  • Post-transaction Ownership: 7,082,000 common shares and 2,800,000 warrants (~9.11% on a partially diluted basis).
  • Regulatory Context: The transaction is considered a related-party transaction under Multilateral Instrument 61-101. The company relied on exemptions from formal valuation and minority shareholder approval requirements.
  • Early Warning System: Disclosure is provided pursuant to National Instrument 62-103.
• Strategic Rationale: CEO Norman Brewster stated the company elected to close the offering to prevent unnecessary dilution, as the collected proceeds are expected to satisfy the needs to execute on current plans in Spain.

Notable Quotes

• "Hispania has elected to close off the offering under the previously announced maximum allowable distribution to prevent unnecessary dilution, as the proceeds collected to date are expected to satisfy the needs of the company to execute on all of its current plans and opportunities in Spain." — Norman Brewster, Chief Executive Officer