Calgary, November 29, 2021 - Champion Bear Resources Ltd. (TSXV: CBA) ("Champion Bear" or the "Company") announces that it has filed a shares for debt application (the "Application") with the TSX Venture Exchange to satisfy an aggregate of $156,819.30 of Champion Bear's outstanding debts. Champion Bear has reached agreements with certain of its creditors who have either provided loans or services to the Company to extinguish, or partially extinguish, certain of the Corporation's outstanding debts owing to them in exchange for the issuance of common shares ("Common Shares") of the Corporation. The creditors include certain related parties of the Company, including Jason Hastie, the Company's Chief Financial Officer, David Haigh and Frederick Plomp, each of whom are directors (collectively, the "Related Parties"). Every other creditor, with the exception of the Related Parties, is an arm's length party who is either a creditor or provided consulting services to the Company.
An aggregate of 1,568,193 Common Shares at a deemed price of $0.10 per Share are proposed to be issued to the creditors pursuant to this Application which includes an aggregate of 801,200 Common Shares to be issued to the Related Parties. An aggregate of 700,000 Common Shares are proposed to be issued to the Company's Chief Financial Officer representing $70,000.00 in extinguishment of the debt owing to him personally and to a holding company he controls and directs for services rendered in his capacity as Chief Financial Officer. An aggregate of 101,200 Common Shares are proposed to be issued to two directors representing an aggregate of $10,120.00 in extinguishment of the debt owing to them and/or holding companies they control for consulting services rendered.
The Application is subject to the approval of the TSX Venture Exchange (the "TSXV"). The Common Shares issued pursuant to the shares for debt agreements will be subject to a four month plus one day hold period in accordance with applicable securities laws.
The Company also announces that it had entered into a subscription agreement with John E. Squarek, a director of the Company, providing for the issuance by the Company to Mr. Squarek of 850,000 Common Shares at a price of $0.10 per share for total gross proceeds to the Company of $85,000, subject to receipt of all applicable regulatory approvals (the "Equity Issuance"). After giving effect to the Equity Issuance, Mr. Squarek will own an aggregate of 2,612,500 Common Shares.
Champion Bear intends to use the proceeds of the Equity Issuance for general corporate purposes.
The Common Shares issued pursuant to the Equity Issuance will be subject to a hold period of four months and one day from the closing date.
Closing of the Equity Issuance is subject to the approval of the TSXV. The Company anticipates closing the Equity Issuance as soon as practicable following TSXV approval. No finder's fees will be payable in connection with the Equity Issuance.
The shares for debt transactions involving the Related Parties will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the shares for debt transactions, in relation to the interested parties, will not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the shares for debt transactions has been approved by directors of the Company who are independent in connection with such transactions. The issuance of Common Shares to Mr. Squarek pursuant to the Equity Issuance will also be considered a related party transaction within the meaning of TSXV Policy 5.9 and MI 61-101. Champion Bear intends to rely on exemptions from the formal valuation and minority approval requirements in sections 5.5(c) and 5.7(b) of MI 61-101 in respect of such insider participation on the basis that neither the fair market value of the securities to be distributed in the Equity Issuance nor the consideration to be received for those securities, in so far as the Equity Issuance involves the insiders, exceeds $2,500,000. Further details will be provided in the Company's material change report to be filed on SEDAR. A material change report will be filed less than 21 days before the closing date of the transactions contemplated by this news release. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities as soon as possible.
About Champion Bear
Champion Bear is a mineral exploration company focused exclusively on the historically prospective regions of Ontario. The Company's primary targets are platinum group metals, precious metals, and polymetallic base metals deposits. Champion Bear's aim is to create shareholder value through selective property acquisition followed by focused exploration emphasizing drilling. The Company has assembled a large land position in the Dryden and Sudbury areas, totaling over 16,000 hectares. Additional information about Champion Bear can be found on the Company's website at www.championbear.com and on SEDAR at www.sedar.com. For further information, please contact: Richard D. Kantor, Chairman and President of Champion Bear at phone: (403) 229-9522.
NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:
This news release includes certain "forward-looking statements" under applicable Canadian securities legislation including statements relating to completion of the shares for debt transactions, approval of same by the TSXV, the benefits to be derived from the shares for debt transactions, the completion of the Equity Issuance, use of proceeds of the Equity Issuance, the anticipated closing time of the Equity Issuance, the receipt of TSXV approval for the Equity Issuance and statements regarding the Company's business plan described under the heading "About Champion Bear". Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events, or developments that the Company believes, expects or anticipates will or may occur are forward-looking information, including statements regarding the potential development of resources and drilling plans which may or may not occur. Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, the ability to complete the shares for debt transactions, the market price of the Company's securities, metal prices, exchange rates, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the availability of financing, the receipt of regulatory approvals including approval of the Application and the Equity Issuance, environmental risks, title disputes, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes, claims and limitations on insurance coverage and other risks of the mining industry, changes in national and local government regulation of mining operations, and regulations and other matters. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Champion Bear in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person absent registration or an applicable exemption from the registration requirements of such Act or laws.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.
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