Hanna Capital issues debt, placement shares

Executive Summary

• Hanna Capital Corp. completed a significant debt conversion and private placement, issuing a total of 56,772,517 common shares.
• The company converted $459,179.36 in debt owed to six arm's-length creditors into 45,917,936 shares at a deemed price of $0.01 per share.
• The company raised $108,545.81 in gross proceeds from a private placement of 10,854,581 shares at $0.01 per share, with funds designated for general working capital.
• The Board of Directors underwent significant changes, with the appointment of three new directors (Hidir Hasgul, Dr. Jonathan Bolton, Ungad Chadda) and the resignation of three existing directors (Herb Brugh, Victor Cantore, Vern Bock).

Key Details

• Debt Conversion:
  • Total Shares Issued: 45,917,936 common shares.
  • Debt Cancelled: $459,179.36.
  • Creditors: Six arm's-length parties.
  • Agreement Date: June 20, 2025.
  • Deemed Price: $0.01 per share.
  • Escrow Terms: Subject to a 36-month value escrow under TSX Venture Exchange Policy 5.4.
  • Escrow Release Schedule:
    • 4,591,794 shares released on September 19, 2025.
    • 6,887,691 shares released every six months thereafter.
• Private Placement:
  • Total Shares Issued: 10,854,581 common shares.
  • Gross Proceeds: $108,545.81.
  • Price Per Share: $0.01.
  • Resale Restrictions: Expire on January 20, 2025.
  • Use of Proceeds: General working capital, including calling and holding an annual shareholders meeting.
• Board Changes:
  • Appointments:
    • Hidir Hasgul: Engineer with expertise in private investments, fund management, trading, IPOs, and M&A; Managing Director for a portfolio of mining companies.
    • Dr. Jonathan Bolton: PhD in Physiology; 25+ years in fund management (Schroders, TT International, Alliance Trust); independent consultant.
    • Ungad Chadda: Former President of Toronto Stock Exchange and TSX Venture Exchange; former CFO of TSX Trust; Chartered Accountant.
  • Resignations: Herb Brugh, Victor Cantore, and Vern Bock resigned concurrently with the new appointments.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.