Champion Bear Announces Shares for Debt Filing
February 04 2020 - 4:11PM
Champion Bear Resources Ltd. (TSXV: CBA-V)
("
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 $528,445.97
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
("
Shares") of the Corporation. The creditors
include certain related parties of the Company, including Richard
Kantor, the Company's President and Jason Hastie, the Company's
Chief Financial Officer and Frederick Plomp and Jessica Borysenko
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 3,522,972 Shares at a deemed
price of $0.15 per Share are proposed to be issued to the creditors
pursuant to this Application which includes an aggregate of
2,206,232 Shares to be issued to the Related Parties. An aggregate
of 1,000,000 Shares are proposed to be issued to the Company's
Chairman and President representing $150,000 in partial
extinguishment of the aggregate amount of $1,266,069.66 owing to
him personally and to a holding company he controls and directs for
services rendered in his capacity as the President. An aggregate of
200,000 Shares are proposed to be issued to the Company's Chief
Financial Officer representing $30,000 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 116,740 Shares are proposed to
be issued to two directors representing an aggregate of $17,511.07
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 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 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. 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 and approval of same by the TSXV and
the benefits to be derived from the shares for debt transactions.
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, 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.
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