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Hispania Resources Inc. — Share Issue/Capital Change 2025
Dec 8, 2025
47723_rns_2025-12-08_81b059c7-5e64-49eb-a51e-aeedbf5e43db.pdf
Share Issue/Capital Change
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Form 51-102F3
Material Change Report
Item 1 Name and Address of Company
Hispania Resources Inc. (the “Company”)
60 Wellesley Street West
Unit 2
Toronto, Ontario, M5S 3L2
Item 2 Date of Material Change
December 3, 2025
Item 3 News Release
On December 3, 2025, a news release was disseminated via Newsfile. A copy was also filed under the Company’s profile on SEDAR+ at www.sedarplus.ca
Item 4 Summary of Material Change
The Company announced that it 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”).
Item 5 Full Description of Material Change
5.1 Full Description of Material Change
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.
5.2 Disclosure for Restructuring Transactions
Not Applicable.
Item 6 Reliance on subsection 7.1(2) of National Instrument 51-102
Not Applicable.
Item 7 Omitted Information
Not Applicable.
Item 8 Executive Officer
Norman Brewster, Chief Executive Officer, (416) 457-0549.
Item 9 Date of Report
December 8, 2025.