Hansco Capital Corp. Provides Update Respecting Proposed Qualifying Transaction

Vancouver, British Columbia--(Newsfile Corp. - August 11, 2022) - Hansco Capital Corp.  HCO ("Hansco" or the "Company") is pleased to provide an update respecting its previously announced transaction (the "Transaction") with Aurex Energy Corp. ("Aurex") (see Hansco's press releases dated May 7, 2021 and July 20, 2021), pursuant to which Hansco will acquire 100% of the issued and outstanding common shares of Desert Strike Resources (US) Inc. ("DSRI") from Aurex. DSRI holds a 70% right, title and interest in and to the Cook Property (the "Property") located in Humboldt County, Nevada, subject to a 2.5% net smelter royalty interest (the "NSR").

Hansco, Aurex and DSRI are parties to a share purchase agreement dated as of July 19, 2021 (the "Share Purchase Agreement") respecting the Transaction. Pursuant to the Share Purchase Agreement, Hansco will acquire 100% of the issued and outstanding common shares of DSRI from Aurex in exchange for the issuance of an aggregate of 14,000,000 shares to Aurex at a deemed price of $0.15 per share, representing aggregate consideration of $2,100,000. The parties have amended the Share Purchase Agreement pursuant to amending agreements dated as of May 31, 2022 and August 8, 2022 (collectively, the "Amending Agreements"). Under the Amending Agreements, Hansco has agreed to make an unsecured loan of up to $25,000 to Aurex, which loan will bear interest at 6% per annum, compounded annually, and is repayable on or before October 31, 2022. Any amounts advanced under the loan will be used by Aurex for Transaction expenses which have been pre-approved by Hansco. To date, Hansco has advanced $22,875 under the loan.

As of the interim period ended March 31, 2022, DSRI had assets of $1,044,186 (comprised of exploration and evaluation assets), liabilities of $1,057,622 (comprised of $1,044,581 owed to its parent company, Aurex for the transfer of the Property, and $13,041 in accounts payable), $nil revenues and a net loss of $13,041 for the period. These figures are unaudited and were prepared as of May 31, 2022.

The Transaction is subject to completion of certain conditions precedent, including without limitation: the preparation and filing of a Filing Statement with the Exchange; completion by Hansco of a private placement for gross proceeds of no less than $2,000,000; and receipt of all necessary regulatory and Exchange approvals.

The Transaction is intended to qualify as Hansco's "Qualifying Transaction" as defined by Policy 2.4 of the TSX Venture Exchange (the "Exchange"). Following closing, the resulting issuer (the "Resulting Issuer") will be a "Mining" issuer under the policies of the Exchange. The following persons will be the directors and officers of the Resulting Issuer:

Gary Billingsley - Chief Executive Officer and Director

Mr. Billingsley is a professional engineer and geoscientist with more than 40 years' experience in the mineral industry-most of those years in Saskatchewan. Mr. Billingsley has been an officer and director of several public mining and mineral exploration companies during the past 35 years. In addition to experience with uranium and base-metal exploration, Gary has been directly involved with putting Saskatchewan's largest gold mine into production and has played a major role in the discovery of diamond-bearing kimberlite in Saskatchewan. He was also involved in drilling some of the first horizontal oil wells in southern Saskatchewan. For much of the last 20 years, Mr. Billingsley has been involved in developing strategic metal deposits.

Marc Tran - Chief Financial Officer and Corporate Secretary

Mr. Tran is a Chartered Professional Accountant (CPA) and Certified General Accountant (CGA) with over 15 years' experience in accounting and financial management for high-profile organizations. He is knowledgeable and experienced in initial public offerings, financings, investor relations, corporate governance, forecasting, strategic planning, cost management, budgets, supervising accounts, and overseeing strategic functionality. Mr. Tran is currently Chief Financial Officer of Orogen Royalties Inc., a gold royalty company.

Robert Quinn - Executive Chairman and Director

Mr. Quinn has over 40 years of diverse board, management and legal international mining industry experience. He is the former General Counsel of Battle Mountain Gold Company. He has acted as counsel for and has served on the boards of numerous mining companies including as the non-executive Chairman of the Board of Mercator Minerals Ltd., North American Palladium Ltd., Great Western Minerals Group Ltd. and eCobalt Solutions Inc. He was a director of Tudor Gold Corp., a base and precious metals explorer in B.C.'s Golden Triangle area. Mr. Quinn is currently a director of Ocumetics Technology Corp., a research and product development company that specializes in adaptive lens, and Vice President of Hanstone Gold Corp., a mineral exploration company.

James Engdahl - Director

Mr. Engdahl has been an officer and director of several public mining companies over the last 30 years. Over the last number of years, he has been heavily involved in developing mine-to-market strategies for strategic and critical metals. With a background in corporate finance, specializing in mergers and acquisitions, he has successfully financed many projects in Canada. Mr. Engdahl is currently Chairman of the Board of Aurex Energy Corp.

Bob Hans - Director

Mr. Hans is an entrepreneur and business leader with an investment background in real estate and industrial properties. Mr. Hans is the founder of 'The Hans Group' which houses a collection of businesses that have operated in British Columbia for the past 40 years. The Hans Group includes mining and quarry extraction operations, sand & gravel supplies, gravel trucking, earth works, and commercial real estate holding companies as a part of its portfolio. Mr. Hans is currently Executive Chairman of Hanstone Gold Corp., a mineral exploration company.

Raymond Marks - Director

Mr. Marks has over 40 years of experience as a businessman and operations manager. Mr. Marks has managed a variety of industrial real estate properties including: rock quarries, mining properties, industrial storage yards, log sorts, lumber mills and logging camps. Mr. Marks also has public company management experience and was previously the executive vice president and a director for Tudor Gold Corp.. Mr. Marks is currently President and CEO of Hanstone Gold Corp., a mineral exploration company.

Trading of the common shares of Hansco will remain halted in connection with the dissemination of this press release and will recommence at such time as the Exchange may determine, having regard to the completion of certain requirements pursuant to Exchange Policy 2.4. Further details respecting the proposed Transaction will follow in future press releases.

About Hansco

Hansco is a capital pool company in accordance with Exchange Policy 2.4 and its principal business is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction.

For additional information, please refer to the Company's disclosure record on SEDAR (www.sedar.com) or contact the Company as follows: Aris Morfopoulos, CFO, at (604) 721-2650.

Cautionary Note

Completion of the transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.

The TSX Venture Exchange Inc. has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.

Forward-Looking Information

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this press release in the United States. Such securities 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 state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or "U.S. Persons", as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.

Certain statements contained in this press release constitute "forward-looking information" as such term is defined in applicable Canadian securities legislation. The words "may", "would", "could", "should", "potential", "will", "seek", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions as they relate to Hansco , including, the completion of the Transaction and the private placement and pro forma information regarding the Resulting Issuer, are intended to identify forward-looking information. All statements other than statements of historical fact may be forward-looking information. Such statements reflect Hansco's current views and intentions with respect to future events, and current information available to them, and are subject to certain risks, uncertainties and assumptions, including, without limitation: the ability to obtain all requisite approvals (and otherwise satisfy all closing conditions) for the Transaction; the estimation of capital requirements; the estimation of operating costs; the timing and amount of future business expenditures; and the availability of necessary financing. Many factors could cause the actual results, performance or achievements that may be expressed or implied by such forward-looking information to vary from those described herein should one or more of these risks or uncertainties materialize. Such factors include but are not limited to: changes in economic conditions or financial markets; an escalation of the current COVID-19 pandemic; increases in costs; litigation; legislative, environmental and other judicial, regulatory, political and competitive developments; and exploration or operational difficulties. This list is not exhaustive of the factors that may affect forward-looking information. These and other factors should be considered carefully, and readers should not place undue reliance on such forward-looking information. Should any factor affect Hansco in an unexpected manner, or should assumptions underlying the forward-looking information prove incorrect, the actual results or events may differ materially from the results or events predicted. Any such forward-looking information is expressly qualified in its entirety by this cautionary statement. Moreover, Hansco does not assume responsibility for the accuracy or completeness of such forward-looking information. The forward-looking information included in this press release is made as of the date of this press release and Hansco undertakes no obligation to publicly update or revise any forward-looking information, other than as required by applicable 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 press release.


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