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Homerun Resources Inc. has successfully closed the acquisition of Halocell Europe SRL (Halocell Europe) from Halocell Energy, following up on the initial announcement in the company鈥檚 news release from December 16, 2024. As part of the transaction, Halocell Europe will undergo a name change and be rebranded as Homerun Energy SRL.

The acquisition by Homerun Resources involves significant financial and stock-based consideration. Specifically, the company paid the following to Halocell Energy as part of the deal:

1.听听听听听听听听听听 1,100,000 common shares of Homerun Resources Inc., which will be referred to as the 鈥淐onsideration Shares.鈥�

2.听听听听听听听听听听 A cash investment totaling AU$600,000, which was used to purchase 5,000,000 shares of Halocell Energy.

The Consideration Shares issued by Homerun are subject to certain escrow restrictions. These include:

鈥�听听听听听听听听听听聽聽 A four-month lock-up period, meaning that no Consideration Shares can be sold for the first four months following their issuance.

鈥�听听听听听听听听听听聽聽 After the four-month period, there will be restrictions on sales, with a maximum of 100,000 shares allowed to be sold per month.

鈥�听听听听听听听听听听聽聽 Additionally, Halocell Energy must provide Homerun with 30 days鈥� notice of their intent to sell any Consideration Shares.

Similarly, the Halocell Energy shares purchased by Homerun are also subject to specific escrow conditions, as outlined below:

鈥�听听听听听听听听听听聽聽 These shares will be locked for four months following their issuance, meaning they cannot be sold during this period.

鈥�听听听听听听听听听听聽聽 After the four-month escrow period ends, Homerun will be restricted to selling no more than 500,000 shares per month.

鈥�听听听听听听听听听听聽聽 Homerun must provide 30 days鈥� notice to Halocell Energy before selling any of these shares.

As part of the acquisition agreement, Halocell Energy has granted Homerun Energy SRL a non-exclusive, non-transferable, royalty-free, perpetual license to use and exploit its Patent Rights. This license is significant as it allows Homerun Energy to further expand its technological capabilities and intellectual property portfolio in the energy sector.

Additionally, Homerun Resources has granted 2.1 million stock options to officers and consultants of the company. These options carry an exercise price of $1.50 per share and have a five-year expiry period from the grant date. The issuance of these stock options is subject to approval from the TSX Venture Exchange, which is expected to provide the necessary regulatory approval in the near future.

In a related update, Homerun Resources has also announced that 7,514,000 warrants, which were issued as part of the $0.10 Unit financing in March 2023, have been exercised. These warrants, which were exercisable at a price of $0.20 per share, have now been fully exercised, indicating strong investor interest and confidence in the company鈥檚 ongoing operations and future growth.

The completion of this acquisition marks a significant milestone for Homerun Resources, as it continues to expand its footprint in the energy sector. By acquiring Halocell Europe and securing important intellectual property and licenses, the company is positioning itself for continued success in the renewable and clean energy markets. Furthermore, the issuance of stock options and the exercise of warrants provide additional financial flexibility, strengthening Homerun鈥檚 capital structure and growth potential moving forward.