Hercules Resources Corp. — Capital/Financing Update 2024

Apr 26, 2024

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- Hercules Resources Corp Secures CAD$5 Million Equity Capital Facility with Crescita Capital LLC

Trading Symbol: HERC (CSE)

Vancouver BC, April 9[th] , 2024 - Hercules Resources Corp (“Hercules” or the “Company”), is proud to announce the signing of a defini�ve agreement (the “Agreement”) with Crescita Capital LLC. (“Crescita”), a private company registered in Dubai, pursuant to which Crescita will (i) provide certain advisory services (the “Advisory Services”) to the Company and (ii) make available to the Company a non-revolving equity drawdown facility in the aggregate amount of up to $5 million (the “Equity Investment Facility”). This strategic partnership bolsters Hercules' financial posi�on, providing ample resources to fuel its growth ini�a�ves and further solidify its posi�on in the market.

Under the terms of the Agreement, Hercules will have a period of 3 (three) years to u�lize the $5 million to acquire and develop the Company's assets. Pursuant to the Agreement, the Company can draw down funds from the Equity Investment Facility from �me to �me during the three-year term at its discre�on by providing a no�ce to Crescita (a “Drawdown No�ce”) and issuing units (each a “Unit”) to Crescita in exchange (each drawdown, a “Private Placement”). The Units issued in connec�on with any Private Placement will be priced at 85% of the average closing bid price over the ten days of trading following the Drawdown No�ce (the “Pricing Period”). The amount requested in each Drawdown No�ce cannot exceed 500% of the average daily trading volume of the Pricing Period. The Units will comprise of one common share and one half of a share purchase warrant (each whole warrant, a “Warrant”). The Warrants will be exercisable for a period of three years from their date of issuance at an exercise price equal to the greater of 125% of the Issuance and the minimum price permited by the policies of the Exchange on the date of the applicable Drawdown No�ce.

Pursuant to the Agreement, the Company will pay Crescita (i) an up-front commission of $300,000, represen�ng 6% of the amount available under the Equity Investment Facility, which shall be paid through the issuance of 1,428,571 common shares of the Company at a deemed price of $0.21 per share (the “Commitment Fee”) and (ii) an ini�al consul�ng fee of $2,500, which will be paid through the issuance of 11,095 common shares at a deemed price of $0.21 per share.

All securi�es issued to Crescita pursuant to the Agreement will not be subject resale restric�ons under applicable securi�es laws and the Company intends to seek a waiver from the Canadian

Securi�es Exchange (the “CSE”) in respect of the 4-month hold period required under s. 6.1(4)(a) of CSE Policy 6 Distribu�ons & Corporate Finance

at the discre�on of the Company's management. Importantly, the drawdowns are not mandatory, empowering Hercules to judiciously deploy this financing tool based on its capital requirements.

Per Michael Smith, CEO of Hercules, The $5-million equity capital facility from Crescita, provides the Company with the financial flexibility needed to pursue its strategic objectives and drive sustainable growth. The Company is confident that this partnership will unlock new opportunities and create value for its shareholders."

management and strategic expansion. By securing the Equity Investment Facility, Hercules is wellposi�oned to capitalize on market opportuni�es and execute its long-term vision effec�vely.

Pursuant to the Agreement, the Company has also engaged Crescita to provide the Advisory Services on an as and when needed basis. The Advisory Services include: (a) advisory services with respect to general corporate and public company maters; (b) assistance with iden�fying strategic investment opportuni�es and mergers and acquisi�ons for the Company, including mineral property acquisi�ons; (c) assistance with the Company’s business development; and (d) such other services as agreed to by the Company and Crescita in wri�ng from �me-to-�me. The Advisory Services provided by Crescita to the Company pursuant to the Investment and Advisory Agreement will be on a project specific basis and the fees payable in connec�on with each project will be determined from �me to �me on mutual writen agreement of the par�es at the outset of the project.

The transac�ons contemplated under the Equity Investment Facility, including the payment of the Commitment Fee, remain subject to the approval of the CSE and the shareholders of the Company pursuant to the policies of the CSE.

About Crescita Capital LLC:

corporate development services for seed to growth-stage companies in emerging markets around the world. Commited to partnering with promising businesses, Crescita Capital provides flexible capital solu�ons to fuel growth and drive success. For more informa�on, visit www.crescita.capital.

Debt Setlement

The Company also announces that it has entered into an agreement dated for reference on April 5, 2024, with one creditor to setle outstanding debt in the aggregate amount of CAD $14,000 (the “Debts”) through the issuance of 52,830 common shares (the “Setlement Shares”) at a deemed price of $0.265 per share. The Setlement Shares will be subject to applicable restric�ons under securi�es laws. The purpose of the debt setlement is to improve the Company’s working capital posi�on as it seeks to move forward with its previously announced acquisi�on targets. The Company and the vendors of both proper�es con�nue to complete their due diligence ac�vi�es.

About Hercules Resources Corp:

Hercules is a Canadian gold explora�on company engaged in the acquisi�on, explora�on and development of projects located in highly prospec�ve and mining friendly na�ons of Ecuador and Canada.

The Company is dedicated to delivering value to its stakeholders through innova�on, opera�onal excellence, and sustainable prac�ces.

For further informa�on, contact.

CEO@herculesresourcescorp.com (855) 791-GOLD (4653)

www.herculesresourcescorp.com

The informa�on in this news release includes certain informa�on and statements about management's view of future events, expecta�ons, plans, and prospects that cons�tute forward-looking statements. These statements are based upon assump�ons that are subject to significant risks and uncertain�es. Because of these risks and uncertain�es and because of a variety of factors, the actual results, expecta�ons, achievements, or performance may differ materially from those an�cipated and indicated by these forward-looking statements. Forward-looking statements in this news release include, but are not limited to, the Company’s proposed use of the proceeds of its offering. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expecta�ons reflected in forward-looking statements are reasonable, it can give no assurances that the expecta�ons of any forward-looking statements will prove to be correct. Except as required by law, the Company disclaims any inten�on and assumes no obliga�on to update or revise any forwardlooking statements to reflect actual results, whether because of new informa�on, future events, changes in assump�ons, changes in factors affec�ng such forward-looking statements, or otherwise.

of the Canadian Securi�es Exchange) accepts responsibility for the adequacy or accuracy of this release.