Published:
Hansa Corporation: News Release
Glen R. Alston, President of Hansa Corporation (NEX BOARD: HSA.H) (the Company) announces that the Company has entered into a purchase agreement dated June 7, 2006, subject to shareholder and regulatory approvals, with principals of Minera Azteca de Oro y Plata S. A. de C. V. (Minera), a private Mexican company. There is no one controlling shareholder of Minera.
The transaction is an arm's length transaction which will result in a reverse take-over of the Company. Upon approval, the Company has agreed to issue 30,500,000 common shares and two year warrants exercisable for up to an additional 7,500,000 shares at $0.50 per share, at a deemed price of $0.15 per share, in exchange for all the issued and outstanding shares of Minera. The agreement will see the Company renamed Azteca Gold Corp., with Minera becoming a wholly owned subsidiary.
As a condition of the agreement Rhonda Corporation has agreed to the placement of 6,250,000 common shares of Hansa held by Rhonda at $0.15 per share.
As part of the agreement, the Company has also arranged for a non-brokered private placement of 1,200,000 units at a price of $1.50 per unit, each unit consisting of ten common shares accompanied by two year warrants exercisable for an additional five shares at $0.50 per share. Proceeds from the private placement will be spent on the exploration program, lease payments and general overhead expenses over the next twelve month period.
Blackmont Capital, subject to completion of satisfactory due diligence, has agreed to act as sponsor to the Company in connection with the transaction. An agreement to sponsor should not be construed as any assurance with respect to the merits of the transaction or the likelihood of completion.
Upon completion of the transaction the Company will apply to move from the NEX to the TSX Venture Exchange.
At a Special Meeting of Shareholders to be held in Calgary, Alberta, on July 28, 2006, a new slate of directors will be presented for election, consisting of:
Matthew F. Russell
Ed Schiller
Richard F. Nanna
John Mears
Under the agreement, management will comprise:
President, CEO and Chairman Matthew F. Russell
Interim CFO Glen R. Alston
Matthew F. Russell is currently EVP Operations and Chief Operating Officer of Idaho General Mines, Inc. (OTCBB: IGMI). Mr. Russell was instrumental in IGMI acquiring the world class Mount Hope Molybdenum Project and IGMI being quoted on the OTC Bulletin Board. Mr. Russell has 14 years of project management experience in the mining sector and has managed mine feasibility studies, mine plant design, development of a new hydrometallurgical process, coal preparation plant construction, and design and construction of mobile and overland conveyors for the copper and gold heap leach industry. Mr. Russell's work with the design and manufacture of heap leach stacking systems from 1994-1998 for El Abra, Radimiro Tomich, Chuquicamata, and Escondida in Chile helped revolutionize copper and gold recovery in heap leaching.
John Mears is a Registered Professional geologist with over 12 years of experience working in the Mining and Exploration industry for several major exploration companies in Nevada, Utah, and abroad. His experience ranges from field geology to production management and finance due diligence.
Richard Nanna is currently Senior Vice-President, Exploration with a Denver-based Gold Corporation (AMEX: AGT), with over 30 years experience in the mining and exploration industry in Nevada and abroad. Mr. Nanna is perhaps best known for his work on the Getchell Project in Nevada in the 1990s where he discovered over 12 million ounces of gold.
Dr. Schiller has a PhD in Geology and has been a consulting geologist in Canadian and international mineral exploration for over 45 years.
Minera currently holds lease purchase agreements for the Guerra Al Tirano and Tres De Mayo Concessions in the State of Chihuahua, Mexico.
The Guerra al Tirano (GAT) Gold-Silver Property has property payments of US$500,000 due November 2006, November 2007 and November 2008.
The Tres De Mayo (TDM) Gold-Silver Property has the following property payments due:
December 2006 US $300,000
June 2007 US $400,000
December 2007 US $400,000
June 2008 US $500,000
Upon the above payments being made, the titles to the GAT and TDM properties will be registered in the name of Azteca Gold Corp.
The exploration information that follows is based on the NI 43-101 technical report that has been filed on SEDAR in conjunction with this news release. The NI 43-101 report, completed on behalf of the Company on May 11, 2006, was prepared by John Cleary, an independent consulting geologist, a "qualified person" for the purposes of NI 43-101.
The Guerra al Tirano/Tres de Mayo exploration target area falls near the middle of a historically productive gold-silver belt. The closest gold exploration and development to the Guerra al Tirano/Tres de Mayo targets is the Palmarejo deposit controlled by Palmarejo Gold, 11 km on trend to the northwest.
The GAT property has had intermittent production of "high-grade" silver-gold ore since the early 1900's. Based on the extent of underground workings which show 150 meters of development along strike, 100 meters down-dip, and an average stope width of 2 meters it is likely that the mine has produced between 75,000 and 125,000 tonnes of ore. This tonnage is a field estimate based on the extent of underground workings and has not been confirmed or verified. Although there has been a small amount of silver-gold production from shallow mine workings to a depth of 120 meters since early 1990's, no systematic geologic mapping, sampling, or exploration has been done on this property. No drilling has yet been done and there is insufficient data to make any resource estimates. The owner has a few hundred tonnes of stock piles at the surface. A grab sample of this material contained 21.6 ppm Au and 2,932 ppm Ag. Six samples of banded to massive quartz vein selected from ore piles and dumps contained an average of 10.4 ppm Au (0.3opt) and 2,120 ppm Ag (62opt). The above mentioned samples were collected by John G. Cleary, Chris Grijalva and Toribio Ruiz Romo, local geologists, and four locals hired as samplers. The assay and geochemical results were taken from Inspectorate laboratory certificates. Inspectorate is an ISO 9001:2000 registered laboratory providing industry standard analytical services and located in Sparks, Nevada.
Mineralization at Guerra al Tirano consists of a typical low-sulfidation epithermal deposit in banded quartz veins lying along a major north-northwest trending normal fault. The fault has a strike length of at least 1.5 kilometres on the property and has been traced for some 11 kilometres to the northwest to the Palmarejo gold-silver district. On the Guerra al Tirano property 10 locations exposing the mineralized zone displayed an average width of 5 metres carrying an average grade of 2.88 ppm Au (0.08opt) and 202 ppm Ag (5.9opt). Demonstrating the potential for bulk mining, all three backhoe trenches cut across the mineralized zone exposed extensive argillic alteration in the hangingwall extending up to 150 meters east of the vein.
An additional target occurs where 1-meter wide quartz veins crop out 250 meters east-southeast of the main shaft on the Guerra al Tirano property. The veins strike N20E to N30W and dip steeply to the west forming the east side of a graben structure bounded on the west by the Guerra al Tirano vein. There is extensive argillic alteration within the graben.
An additional highly prospective target occurs on the adjoining Tres de Mayo property where several veins are involved in a complex intersection over 30 metres wide.
Capital expenditures for phase one (the first year exploration) are projected at US $769,500 in exploration and 1,200,000 in property payments. Contingent on positive results from the first phase of exploration, phase two expenditures are projected at US $1,050,000 in exploration and 1,400,000 in property payments, for a total of US $4,420,000 over the 2-year period.
The technical information in this news release has been reviewed and approved by John Alston, a qualified person for the purposes of NI 43-101.
Completion of the transaction is subject to a number of conditions, including Exchange acceptance and Shareholder approval. 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 to be prepared in connection with the transaction, any information released or received with respect to the Reverse Take-over may not be accurate or complete and should not be relied upon. Trading in the securities of Hansa Corporation should be considered highly speculative.
WARNING: the Company relies upon litigation protection for "forward looking" statements.
Shares issued: 15,879,803
April 18, 2006 close: $0.23
The TSX Venture Exchange has in no way passed upon the merits of the proposed transaction and has neither approved nor disapproved the contents of this press release.
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