Vancouver, British Columbia--(Newsfile Corp. - March 3, 2025) - Hansco Capital Corp. (TSXV: HCO.P) (the "Company" or "Hansco") is pleased to announce that it has entered into a business combination agreement dated as of March 3, 2025 (the "Definitive Agreement") with NSC Game Studio Inc. ("NSC"), an arm's length party, and 1529300 B.C. Ltd. B.C. LTD. ("SubCo"), a wholly owned subsidiary of the Company, pursuant to which the Company intends to acquire (the "Proposed Transaction") all of the issued and outstanding securities of NSC by way of three-cornered amalgamation, subject to regulatory approval including that of the TSX Venture Exchange (the "Exchange"). The Proposed Transaction is expected to constitute the Company's qualifying transaction under the policies of the Exchange. Upon completion of the Proposed Transaction, subject to all requisite approvals, it is anticipated that the Resulting Issuer (as defined herein) will be a Tier 2 - Technology Issuer.
About NSC Game Studio Inc.
NSC Game Studio is a company focused on developing video games across multiple platforms, publishing video games in collaboration with other game studios, and introducing the new technology focused on Tactical Assault Combat System ("TACS") simulators which are specialized for operations utilizing AR/VR technologies and NSC's game data for use in military simulations.
NSC has licensed worldwide rights to Black Squad, a first-person shooter gaming title, and all associated intellectual property pursuant to the terms of a license agreement with NS Studio Inc. (the "License Agreement"). Black Squad I is available for download on Steam, with over 30 million cumulative users worldwide. NSC is currently developing Black Squad II, as well as other video game titles and TACS simulators. NS Studio Inc. is not a related party to NSC or to the Company.
NSC has a limited history of operations to date. NSC is currently focused on raising capital to fund the development of Black Squad II, as well as to expand and capitalize on its TACS business line, including manufacturing and sales of airsoft guns.
NSC was incorporated pursuant to the Business Corporations Act (British Columbia) on August 20, 2022. Sangkyu Youn, the proposed CEO of the Resulting Issuer (as defined below), is a "Control Person" of NSC, as such term is defined under the Securities Act (British Columbia). Following closing of the Proposed Transaction, it is expected that Mr. Youn will be a "Control Person" of the Resulting Issuer.
The Proposed Transaction
The Proposed Transaction will be completed pursuant to a three-cornered amalgamation among the Company, NSC and SubCo, whereby SubCo and NSC will amalgamate and continue as one corporation (the "Amalgamation") and the shareholders of NSC will receive approximately 25,275,670 shares of the Company (referred to on a post-closing basis as the "Resulting Issuer").
Pursuant to the Definitive Agreement, and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the Proposed Transaction, among other things:
- the Company will complete a 3:1 consolidation of its currently issued and outstanding common shares (the "Consolidation");
- the Company will change its name to "NSC Game Studio Inc." (the "Name Change") or any such name acceptable to NSC;
- the Amalgamation will be completed, and the NSC shareholders will exchange each NSC common share (the "NSC Shares") for one common share of the Resulting Issuer (the "Resulting Issuer Shares"); and
- the board of directors and management of the Resulting Issuer will be replaced with nominees of NSC (as described herein).
The Resulting Issuer will hold on a consolidated basis, all of the assets and will be subject to all of the liabilities of the Company and NSC, and will continue the business of NSC. Completion of the Proposed Transaction is subject to a number of conditions, including, but not limited to, NSC completing a non-brokered private placement of subscription receipts (each, a "Subscription Receipt") for gross proceeds of $4,000,000 at a price of $0.75 per Subscription Receipt (as described below); the Company completing the Consolidation; the Company completing the Name Change; Exchange acceptance of the Proposed Transaction; and receipt of the necessary approvals of the shareholders of the Company and NSC, as applicable. The Resulting Issuer will enter into such escrow or pooling agreements as required by the Exchange or as agreed by the parties.
No loans or advances between Hansco, NSC or SubCo are expected in connection with the Proposed Transaction. No finder's fees are contemplated in connection with the Proposed Transaction. The Definitive Agreement will be posted to the Company's SEDAR+ profile at www.sedarplus.ca and contains additional details regarding the Proposed Transaction.
Financing
In connection with the Proposed Transaction, NSC intends to complete a financing (the "Financing") of Subscription Receipts for gross proceeds of $4,000,000, at a price of $0.75 per Subscription Receipt. The Subscription Receipts will convert into Resulting Issuer Shares and the funds raised under the Financing will be released to the Resulting Issuer, upon successful completion of the Proposed Transaction. Other than in connection with the Financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the Proposed Transaction. The proceeds of the Financing will be used for developing new products, sourcing new games to publish and working capital requirements of the Resulting Issuer.
In addition to the Financing, NSC is conducting a non-brokered private placement of NSC Shares for gross proceeds of $1,000,000, at a price of $0.75 per NSC Share (the "Initial Financing"). The proceeds from the Initial Financing will be used for development costs, listing costs and working capital requirements.
Management
Following the completion of the Proposed Transaction (and as outlined in the Definitive Agreement), the Resulting Issuer is expected to be led by Sangkyu Youn (CEO and Director); Dong H. Shim (CFO and Corporate Secretary); Gunmin Park (Independent Director); Aris Morfopoulos (Director) and Minkwon Park (Independent Director).
Sangkyu Youn (CEO and Director)
Sangkyu Youn is a pioneering executive with over 20 years of experience in the global gaming industry. As a co-founder and former CEO of Neowiz, he played a pivotal role in shaping the online gaming landscape in South Korea. Under his leadership, Neowiz had transformed from a fledgling startup into an industry giant, positioning itself among the top gaming firms in South Korea.
As the CEO of NS Studio Inc. in South Korea since 2012 and NSC Game Studio Inc. in Canada since 2022, Mr. Youn has launched Black Squad, which recorded over 30 million downloads globally.
During his tenure as CEO at Neowiz, through a strategic partnership with Eletronic Arts, he launched FIFA Online. Mr. Youn also played a key role to service CrossFire in China and Southeast Asia, where it became a success with many concurrent users and corresponding revenue. His extensive expertise covers the entire gaming value chain, from concept and development to publishing and marketing.
Dong H. Shim (CFO and Corporate Secretary)
Mr. Shim is a member of the Chartered Professional Accountants of British Columbia, and a Certified Public Accountant registered in the State of Illinois, United States. He has served as an audit partner on numerous audit engagements with a mid-size firm located in Vancouver, British Columbia, where he audited various publicly traded companies, primarily focusing on junior mining, oil and gas, pharmaceutical, and high-tech industries. As an audit partner, Mr. Shim also assisted various start-up companies in achieving public listings on the TSX Venture Exchange, the Canadian Securities Exchange and the OTC Market.
Mr. Shim is currently the President of Golden Tree Capital Corp. and SHIM Accounting Corporation with a primary focus on business advisory, corporate consulting and regulatory filings both in the United States and Canada.
Gunmin Park (Independent Director)
Gunmin Park received his Economics and Applied Statistics as a double degree (Financial Engineering Program) with Honours at Yonsei University in South Korea and has obtained his Certified Financial Planner designation in Canada. Over the past 15 years, Mr. Park has accumulated substantial experience with asset management. Mr. Park has expertise in the specialized field of corporate ownership and estate and tax planning. Mr. Park works with an extensive network of professional advisors (accountants, lawyers, and private corporation owners among others) across Canada, South Korea and Asia.
Aris Morfopoulos (Director)
Mr. Morfopoulos is a corporate executive and accountant with over 30 years experience. He has worked as senior management, CFO, and director of several public and private companies in the mineral resource exploration and Internet-based industries since 1994, accumulating significant experience in mergers, acquisitions and cross-border transactions. He graduated with a B. Commerce (Hons.) degree from the University of Manitoba in 1975.
Minkwon Park (Independent Director)
Minkwon (Gideon) Park has a unique blend of military expertise, simulation hardware development, and deep industry connections in the airsoft gun community. Serving as a military officer in the Republic of Korea Armed Forces, he committed himself to advancing combat strategies and improving personal equipment.
Following his military service, Mr. Park established strong connections with airsoft gun manufacturers represented by Bolt, a renowned manufacturer in Taiwan, and many South Korean small and mid-sized manufacturers such as Custom Revolution, which specializes in metal processing and 3D printing.
Trading Halt
Trading of the Company's shares has been halted and will remain halted pending the Exchange's receipt of satisfactory documentation and completion of the Proposed Transaction.
Filing Statement
In connection with the Proposed Transaction and pursuant to the requirements of the Exchange, the Company will file a filing statement or a management information circular on its issuer profile on SEDAR+ (www.sedarplus.ca), which will contain details regarding the Proposed Transaction, NSC, the Financing, and the Resulting Issuer.
Financial Information
A summary of the unaudited financial information of NSC for the year ended October 31, 2024, disclosed in accordance with TSXV policies, is included in the table below:
| October 31, 2024 | |
| Total revenues | Nil |
| Total assets | $329,766 |
| Basic and diluted loss per share | $(0.01) |
| Total expenses | $344,983 |
| Net loss and comprehensive (loss) | $(344,956) |
Additional financial information with respect to NSC will be provided in the filing statement to be filed with the TSXV in connection with the Acquisition.
Sponsorship of the Proposed Transaction
Sponsorship of a "Qualifying Transaction" of a capital pool company is required by the Exchange unless exempt in accordance with Exchange policies. The Company anticipates requesting a waiver from Sponsorship requirements. However, there is no assurance that a waiver from this requirement can or will be obtained.
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions including as disclosed herein, but not limited to, Exchange acceptance and if applicable, disinterested shareholder approval. Where applicable, the Proposed Transaction cannot close until the required shareholder and Exchange approval is obtained. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the Company should be considered highly speculative.
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.
All information contained in this press release with respect to the Company and NSC was supplied by the parties respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.
This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.
Aris Morfopoulos
Director
Telephone: (604) 721-2650
Forward-Looking Information
This press release includes "forward-looking information" that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking, including without limitation any statements concerning the expected results of the Proposed Transaction, the completion of the transactions contemplated by the Definitive Agreement, the anticipated timing thereof, completion of the Financing and the expected use of proceeds therefrom. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management's best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/243157
SOURCE: Hansco Capital Corp.
