Hispania Resources Announces Closing of Non-Brokered Private Placement

Executive Summary

• Hispania Resources Inc. closed the second and final tranche of its non‑brokered private placement, issuing 15 million units at $0.025 per unit for gross proceeds of $375,000.
• Combined with the first tranche ($500,000), total capital raised under the offering now equals $875,000, which management says is sufficient to fund all current Spanish exploration plans.
• The transaction involved a related‑party purchase by director Rahim Allani, increasing his ownership to ~9.11% of outstanding common shares (including warrants).

Key Details

• Units Issued – Second Tranche: 15,000,000 units at $0.025 per unit → $375,000 gross proceeds.
• Unit Composition: each unit = 1 common share + 1 warrant; warrant exercise price C$0.05, exercisable for 36 months.
• First Tranche Recap (Oct 3, 2025): 20,000,000 units for $500,000.
• Total Offering Proceeds: $875,000 (first + second tranches).
• Hold Period: Units subject to a four‑month‑plus‑one‑day hold period per TSXV rules.
• Related Party Transaction: Director Rahim Allani subscribed for 1,000,000 units; his pre‑closing holding was 6,082,000 common shares (~7.75%); post‑closing he holds 7,082,000 common shares and 2,800,000 warrants (~9.11%).
• Regulatory Exemptions: Company relied on NI 5.5(a) and 5.7(1)(a) to bypass formal valuation and minority shareholder approval under MI 61‑101. Board approved issuance with recusal of interested directors; no contrary votes recorded.
• Material Change Reporting: A material change report was filed on Oct 3, 2025 for the first tranche; none required before second tranche as details were not finalized >21 days prior to closing.
• Use of Proceeds (CEO Statement): Expected to satisfy all current plans and opportunities in Spain, preventing further dilution.

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

All forward‑looking statements are subject to risks and uncertainties detailed in the release.