RE: Gem22 Nov 2019 14:12
ebt Settlement
The Company also announces that it is proposing to settle an aggregate of up to $270,250 owing to certain officers, directors, and service providers to the Company through the issuance of up to 5,405,000 Common Shares at an implied issue price of $0.05 per Common Share (the “Debt Settlement”).
The amount to be settled includes approximately $147,500 of accrued directors' fees owing to the Company's directors, representing the maximum amount owing that may be settled in shares without first obtaining disinterested shareholder approval. Closing of the Debt Settlement is expected to occur on or around December 6, 2019.
The participation by the insiders in the Debt Settlement is considered a “related party transaction” as defined under Multilateral Instrument 61-101 ("MI 61-101"). The issuer intends to rely on the exemptions set forth in MI 61-101 Section 5.5(b) and 5.7(1)(b) from the formal valuation and minority shareholder approval requirements, respectively, as (i) no securities of the Company are listed or quoted on the markets specified in section 5.5(b) of MI 61-101; (ii) the fair market value of the Common Shares to be issued in respect of the Debt Settlement does not exceed $2,500,000; (iii) the Company has one or more independent directors in respect of the Debt Settlement who are not employees of the Company; and (iv) Debt Settlement with each related party will be unanimously approved by the Company’s independent directors. In addition, neither the Company nor, to the knowledge of the Company after reasonable inquiry, the related parties, have knowledge of any material information concerning the Company or its securities that has not been generally disclosed
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