Hispania Resources Inc. Announces Shares for Debt Transaction

18:07 Uhr  |  Newsfile

Toronto, December 3, 2025 - Hispania Resources Inc. (TSXV: ESPN) ("Hispania" or the "Company") is pleased to announce that it has entered into shares for debt agreements for the settlement of $666,062 in indebtedness (the "Debt Settlement") through the issuance of an aggregate of 6,660,620 common shares (the "Shares") relating to fees for services performed by certain insiders and external consultants of the Company (the "Service Providers").

The Shares will be issued at a deemed price of $0.10 per Share. Pursuant to the Debt Settlement, the Shares will be subject to a four-month and one-day statutory hold period. The Debt Settlement is pending TSX Venture Exchange approval.

The issuance of an aggregate of 6,660,620 Shares, directly or indirectly, to certain insiders of the Company, constitutes a "related party transaction" as such term is defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), requiring the Company, in the absence of exemptions, to obtain a formal valuation and minority shareholder approval, of the related party transaction. Pursuant to Sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company intends to rely on exemptions from the formal valuation and minority shareholder approval requirements, respectively, as neither the fair market value of such Settlement Shares nor the debt exceeds 25% of the Company's market capitalization.

About Hispania Resources Inc.

Hispania Resources Inc is a mineral exploration company focused on mining opportunities in Spain. Hispania is currently focused on developing 3 core assets across Spain, including the copper, zinc project Otero; the formerly producing tin project Lumbrales; and the copper, zinc Puebla de la Reina project. The management of Hispania contains industry veterans who have more than 120 years of mineral exploration and production experience in multiple jurisdictions and have successfully managed multiple international mining companies. This includes in Spain, where some of the team was responsible for the founding and building of Iberian Minerals with the continued support of the local and regional governments, including the well-developed and sophisticated transportation and mining infrastructure.

For more information on Hispania Resources Inc., visit: http://HispaniaResources.com.

Cautionary Note Regarding Forward-Looking Information

This news release contains forward-looking information and forward-looking statements (collectively, "forward-looking information"). Such forward-looking information is provided to inform the Company's shareholders and potential investors about management's current expectations and plans relating to the future. Readers are cautioned that reliance on such information may not be appropriate for other purposes. Any such forward-looking information may be identified by words such as "anticipate", "proposed", "estimates", "would", "expects", "intends", "plans", "may", "will", and similar expressions, although not all forward-looking information contain these identifying words.

More particularly and without limitation, the forward‐looking information in this news release includes (i) expectations regarding the Company's financing plans and receipt of regulatory and TSXV approvals; (ii) expectations regarding the Debt Settlement and the timing and closing thereof; and (iii) expectations regarding the Company's business plans and operations. Forward-looking information is based on a number of factors and assumptions that have been used to develop such information but which may prove to be incorrect. Although the Company believes that the expectations reflected in such forward-looking information are reasonable, undue reliance should not be placed on forward-looking information because the Company can give no assurance that such expectations will prove to be correct. The forward-looking information in this news release reflects the Company's current expectations, assumptions and/or beliefs based on information currently available to the Company. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or expressly qualified by this cautionary statement.

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.

Not for distribution to United States Newswire Services or for dissemination in the United States.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/276795