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VANCOUVER, BC / ACCESSWIRE / May 9, 2023 / Hannan Metals Limited ("Hannan" or the "Company") (TSXV:HAN) announces the closing of its non-brokered unit private placement financing (the "Offering") announced on April 24, 2023. Pursuant to the Offering, the Company has issued 7,044,460 units (the "Units") at a price of C$0.25 per Unit (the "Issue Price") for gross proceeds of C$1,761,115. Each Unit comprises one common share (a "Share") and one-half of one common share purchase warrant (a "Warrant"). Each Warrant entitles the holder to purchase one additional Share of the Company at an exercise price of C$0.35 for a period of three years expiring on May 9, 2026. The Company has the right to force conversion of the Warrants, if at any time from and after the date of issuance, the weighted average closing price of the Company's common shares on the TSX Venture Exchange (the "Exchange"), equals or exceeds C$0.50 for 20 consecutive trading days. The expiry date of the Warrants will then be 30 days from the date of issue of a news release announcing the forced conversion.
Teck Resources Limited (TSX: TECK.A and TECK.B, NYSE: TECK) ("Teck"), Hannan's largest shareholder has increased its interest in the Company and subscribed for 1,120,000 Units for gross proceeds to Hannan of C$280,000. Prior to the Private Placement, Teck held 9.0% of Hannan. Upon closing of the Private Placement, Teck will hold 9.9% of the issued common shares and warrants of Hannan on a partially diluted basis.
Mr. Michael Hudson, CEO, comments: "In this oversubscribed private placement, we have been able to continue to find alignment of strategy with shareholders, while maintaining a tight share register. Our major shareholder Teck has increased their position, and we have also received strong support from other key shareholders. We are very thankful for this support and see it as a demonstrable vote of confidence in the technical merits of the Company's projects as well as our team. Over the last two years Hannan has recognized the significant potential for large copper-gold-silver deposits in Peru, while retaining optionality for large scale discoveries in Chile (copper) and Ireland (zinc/lead silver). This bold grassroots strategy has attracted some of the largest industry participants to partner with Hannan, with both Teck and JOGMEC involved at equity and joint venture levels, respectively. With drilling ongoing in Ireland, geophysical surveys in Chile and large geological and social team very active in Peru, we are very excited about Hannan's short-, medium- and long-term exploration opportunities."
All securities issued in connection with the Offering are subject to a statutory four-month hold period, expiring on September 10, 2023. The Company paid a cash commission of C$2,250 to a finder. The Private Placement is subject to final approval of the Exchange.
The Company plans to use the net proceeds to fund exploration expenditures at the Company's Peruvian, Chilean and Irish projects, as well as for general working capital and corporate purposes.
Certain insiders of the Company participated in the Offering and purchased an aggregate of 180,000 Units. Participation of the insiders in the Offering constituted a "related party transaction" as defined under Multilateral Instrument 61‐101 - Protection of Minority Security Holders in Special Transactions ("MI 61‐101"), but was exempt from the formal valuation and minority shareholder approval requirements of MI 61‐101, as neither the fair market value of the securities issued to the insider nor the consideration paid by the insider exceeded 25% of the Company's market capitalization. None of the Company's directors expressed any contrary views or disagreements with respect to the foregoing. The Company did not file a material change report 21 days prior to the closing of the Offering as the details of the participation of the insiders of the Company had not been confirmed at that time.
The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About Hannan Metals Limited (TSX.V:HAN) (OTCPK: HANNF)
Hannan Metals Limited is a natural resources and exploration company developing sustainable resources of metal needed to meet the transition to a low carbon economy. Over the last decade, the team behind Hannan has forged a long and successful record of discovering, financing, and advancing mineral projects in Europe and Latin America. Hannan is a top ten in-country explorer by area in Peru, and has recently optioned a copper-porphyry project in Northern Chile.
On behalf of the Board,
Michael Hudson, Chairman & CEO
Forward Looking Statements
Certain information set forth in this news release contains "forward-looking statements", and "forward- looking information" for the purposes of applicable securities laws. In making the forward-looking statements the Company has applied certain factors and assumptions that are based on the Company's current beliefs as well as assumptions made by and information currently available to the Company. These statements address future events and conditions and, as such, involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the statements. These risks and uncertainties include but are not limited to: the anticipated use of proceeds from the Offering, market conditions and the ability to obtain all necessary regulatory approvals, the political environment in which the Company operates continuing to support the development and operation of mining projects; the threat associated with outbreaks of viruses and infectious diseases, including the novel COVID-19 virus; risks related to negative publicity with respect to the Company or the mining industry in general; planned work programs; permitting; and community relations. Readers are cautioned not to place undue reliance on forward-looking statements. The Company does not intend, and expressly disclaims any intention or obligation to, update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required by law.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
SOURCE: Hannan Metals Ltd.
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