Calgary, Alberta--(Newsfile Corp. - February 8, 2022) - Hoshi Resource Corp. (TSXV: HRC.P) (the "Corporation") announces it has completed its initial public offering (the "Offering") raising gross proceeds of $300,000, pursuant to an amended and restated final prospectus dated November 13, 2021. A total of 3,000,000 common shares in the capital of the Corporation (the "Shares") were subscribed for at a price of $0.10 per Share. PI Financial Corp. (the "Agent") acted as the agent for the Offering. The Agent received a cash commission equal to 10% of the gross proceeds of the Offering, a corporate finance fee and non-transferable options to purchase up to 300,000 Shares at a price of $0.10 per Share for a period of two years from the date the Shares are first listed on the TSX Venture Exchange (the "TSXV").
The Corporation now has 6,600,000 Shares issued and outstanding, with the directors, officers and seed shareholders of the Corporation, in aggregate, holding 3,600,000 Shares which are subject to escrow restrictions.
The Corporation has also granted 660,000 incentive stock options to its directors and officers which are exercisable for a period of ten years from the date of the grant at an exercise price of $0.10 per Share.
The net proceeds of the Offering, together with the unspent proceeds from the prior sales of Shares, will be used by the Corporation to identify and evaluate assets or business for acquisition with a view of complete a "Qualifying Transaction" under the TSXV's capital pool company program.
The current directors of the Corporation are Kevin Baker, John Aihoshi, Alex Watson, and Al Kroontje.
The Shares are listed on the TSXV, are currently halt traded and the halt is expected to be lifted and trading is expected to commence on or about February 11, 2022.
For further information please see the Prospectus, available under the Corporation's profile on SEDAR at www.sedar.com.
Early Warning Reports
The Corporation also announces the filing of early warning reports in connection with the Offering.
On February 8, 2022, directly following closing of the Offering, the Corporation issued to its directors and officers an aggregate of 660,000 options to purchase 660,000 Shares at an exercise price of $0.10 per Common Share, expiring February 8, 2032 (collectively, the "Options", and each, an "Option").
The grant included 182,650 Options being issued to each of Kevin Baker, the President, Chief Executive Officer and a director of the Corporation, Alex Watson, a director of the Corporation and Al Kroontje, a director of the Corporation, and 112,050 Options being issued to John Aihoshi, Chief Financial Officer and a director of the Corporation.
Prior to the acquisition, Mr. Baker owned, directly, 1,000,000 Common Shares. Mr. Baker now owns, indirectly, 1,000,000 Common Shares, representing 15.15% of the issued and outstanding Common Shares and Options to acquire 182,650 Common Shares. Assuming the exercise of all Options held by Mr. Baker, he will own 1,182,650 Common Shares representing 15.64% of the issued and outstanding Common Shares, after giving effect to the exercise of the Options held by him.
Prior to the acquisition, Mr. Watson owned, directly, 1,000,000 Common Shares. Mr. Watson now owns, indirectly, 1,000,000 Common Shares, representing 15.15% of the issued and outstanding Common Shares and Options to acquire 182,650 Common Shares. Assuming the exercise of all Options held by Mr. Watson, he will own 1,182,650 Common Shares representing 15.64% of the issued and outstanding Common Shares, after giving effect to the exercise of the Options held by him.
Prior to the acquisition, Mr. Kroontje owned, directly, 1,000,000 Common Shares. Mr. Kroontje now owns, indirectly, 1,000,000 Common Shares, representing 15.15% of the issued and outstanding Common Shares and Options to acquire 182,650 Common Shares. Assuming the exercise of all Options held by Mr. Kroontje, he will own 1,182,650 Common Shares representing 15.64% of the issued and outstanding Common Shares, after giving effect to the exercise of the Options held by him.
The Options were granted to Mr. Baker, Mr. Watson, Mr. Kroontje and Mr. Aihoshi as part of the compensation program of the Corporation.
The Corporation is located at Suite 900, 903 - 8th Avenue S.W., Calgary, Alberta, T2P 0P7.
Reports respecting these acquisitions will be filed with the applicable securities commissions using the System for Electronic Document Analysis and Retrieval (SEDAR) and will be available for viewing on the Corporation's profile at www.sedar.com.
For further information or to obtain copies of the early warning reports, please contact John Aihoshi, Chief Financial Officer and a director of the Corporation at (403) 617-9169 or via email hoshiresource@gmail.com.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state in the United States in which such offer, solicitation or sale would be unlawful. The securities referred to herein have not been and will not be registered under the United States Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
ABOUT THE CORPORATION
The Corporation is a capital pool company (a "CPC") that has not commenced commercial operations and has no assets other than cash. Except as specifically contemplated in the TSX Venture Exchange Inc.'s CPC policy, until the completion of its qualifying transaction, the Corporation will not carry on business, other than the identification and evaluation of businesses or assets with a view to completing a proposed qualifying transaction.
For further information, please contact:
John Aihoshi
Chief Financial Officer
Hoshi Resource Corp.
Telephone (403) 617-9169
Email: hoshiresource@gmail.com
Forward-Looking Information Cautionary Statement
Certain statements contained in this press release constitute forward-looking information. These statements relate to future events or the Corporation's future performance. The use of any of the words "could", "expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to matters that are not historical factsare intended to identify forward-looking information and are based on the Corporation's current belief or assumptions as to the outcome and timing of such future events. Actual future results may differ materially. In particular, the Corporation's stated use of proceeds and its expectation as to the resumption of trading of the common shares on the Exchange constitute forward-looking information. Actual results and developments may differ materially from those contemplated by forward-looking information. Readers are cautioned not to place undue reliance on forward-looking information. The statement made in this press release are made as of the date hereof. The Corporation disclaims any intention or obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as may be expressly required by applicable securities laws.
Neither 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.
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