Aurex Signs Purchase and Sale Agreement to Sell US Subsidiary

Source: www.gulfoilandgas.com 7/21/2021, Location: North America

Gary Billingsley, President, Aurex Energy Corp. announces that the Company has entered into a share purchase agreement (the “Share Purchase Agreement”) with Hansco Capital Corp. and Desert Strike Resources (US) Inc. (“DSRI”) pursuant to which Hansco will acquire 100% of the issued and outstanding common shares of Desert Strike Resources (US) Inc. from Aurex. DSRI, a wholly-owned subsidiary of Aurex, holds a 70% right, title and interest in and to the Cook Property located in Humboldt County, Nevada, subject to a 2.5% net smelter royalty interest.

Pursuant to the Share Purchase Agreement, Hansco will acquire 100% of the issued and outstanding common shares of DSRI from Aurex. As consideration, Hansco will issue 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 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. Until completion of all conditions and receipt of all approvals there can be no assurance that the transaction will be completed as proposed or at all.

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. Upon receipt of the the 14,000,000 Hansco shares, Aurex will own approximately 70% of the issued and outstanding shares of the Resulting Issuer, prior to the closing of the private placement described above.


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