Hispania Resources Inc. Announces Closing of Non-Brokered Private Placement
Toronto, Ontario--(Newsfile Corp. - October 3, 2025) - Hispania Resources Inc. (TSXV: ESPN) ("Hispania" or the "Company"), is pleased to announce that it has closed its previously announced non-brokered private placement (the "Offering"). In connection with the Offering, the Company issued 20,000,000 units of the Company (the "Units") at a price per Unit of $0.025 for aggregate proceeds of $500,000.
The Units consist of (i) one common share of the Company (each, a "Common Share"); and (ii) one Common Share purchase warrant (each, a "Warrant"). Each Warrant shall entitle the holder to acquire one additional Common Share at an exercise price of C$0.05 for a period of 36 months following the Offering.
The proceeds from the Offering will be used for exploratory work at any of the Company's three owned mining assets, as well as general working capital and general administrative expenses.
No commission or finders fees were payable in connection with the Offering.
The securities issued pursuant to the Offering will be subject to a four-month and one day hold period in accordance with applicable Canadian securities laws and TSXV policies.
Rahim Allani subscribed, directly or indirectly, for 1,800,000 Units. Mr. Allani is considered a related party for the purposes of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), and his purchase of Units constitutes a "related party transaction" within the meaning of MI 61-101. The Company is relying upon exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a), respectively. The Board of Directors of the Company has, subject to the appropriate recusal of the interested directors, unanimously approved the issuance and no contrary view or abstention was expressed or made by any director in relation to the issuances. The Company has not filed a material change report more than 21 days before the expected closing of the Offering as the details of the Offering and the participants thereof had not yet been finalized.
Prior to the Offering, Mr. Allani owned, or had control or direction over 4,282,000 Common Shares, representing approximately 7.75% of issued and outstanding Common Shares on a partially diluted basis. After the closing of the Offering, Mr. Allani owns, or has control over 6,082,000 Common Shares and 1,800,000 Warrants representing approximately 8% of the issued and outstanding Common Shares on a partially diluted basis. This disclosure is being included pursuant National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues which requires a report to be filed under the Company's profile on SEDAR+ containing additional information respecting the foregoing matters.

