Hanna Capital amends private placement

Executive Summary

• Hanna Capital Corp. has amended the terms of previously announced debt conversion agreements with six arm's-length creditors, agreeing to issue approximately 45.9 million common shares to cancel $459,179.36 in debt.
• The company has also amended its private placement terms, raising up to $110,000 through the sale of up to 11 million common shares at $0.01 per share.
• The company announced that a shareholder meeting, long delayed due to insufficient financing, will be convened promptly following the completion of the private placement.

Key Details

• Debt Conversion:
  • Creditors: Six arm's-length parties.
  • Shares Issued: Aggregate of 45,917,936 common shares.
  • Debt Cancelled: $459,179.36.
  • Valuation Context: Debt was acquired by creditors at a 50% discount; shares issued for nominal consideration.
  • Escrow Terms: Debt shares subject to a 36-month value escrow under TSX Venture Exchange Policy 5.4.
    • 10% released on the date of the exchange bulletin accepting the debt settlement.
    • 15% released every six months thereafter.
• Private Placement:
  • Gross Proceeds: Up to $110,000.
  • Shares Offered: Up to 11,000,000 common shares.
  • Price: $0.01 per placement share.
  • Structure: Non-brokered.
  • Use of Proceeds: General working capital purposes.
• Regulatory & Holding Periods:
  • Issuance of both debt conversion shares and placement shares is contingent upon obtaining all requisite regulatory approvals.
  • All securities issued are subject to a four-month holding period under Canadian securities laws.
• Corporate Governance Update:
  • No shareholder meeting has been convened since September 12, 2022.
  • Delay attributed to insufficient financing.
  • Company plans to arrange a shareholder meeting promptly after the private placement completes.

Notable Quotes

• None provided in the text.