Currie Rose Resources Announces Debt Settlement Equity Issue
Toronto, Ontario – (Newsfile Corp. – October 22, 2021) – Currie Rose Resources Inc. (TSXV: CUI) (âCurrieâ or the âCompanyâ) announces that it intends to settle certain overdue accounts payable in the aggregate amount of $ 200,000 (the “Debt”) due to certain creditors (the “Creditor”) by issuing a maximum of 4,000,000 ordinary shares of the Company (the “Settlement share”) at a reputed price of $ 0.05 per common share (on “Actions for the debt transaction”).
The debt was accrued under a contract for consulting services (the “Consultant Agreement”) entered into in July 2016 between Currie Rose Resources and a company controlled by the President and CEO of the Company (“Consultant”). The consulting contract provides for monthly fees payable to the consultant (the “Service charge”) of CA $ 10,000.
No new controlling person of the Company will be created under the Debt Transaction Shares; however, a new insider of the Company will be created due to the holding of more than 10% of the issued and outstanding shares of the Company at the conclusion of the share purchase transaction. This is a non-arm’s length transaction.
The issuance of the Settlement Shares to the Consultant constitutes a “related party transaction” as that term is defined by Multilateral Instrument 61-101 – Protection of Holders of Minority Securities in Special Transactions (“MI 61-101The Company has been exempted from the minority assessment and approval requirements of MI 61-101 for related party transactions in connection with the Debt Transaction under Sections 5.5 (a) and 5.7 (1) (a) of MI 61-101 as neither the fair market value (as determined under NI 61-101) of the subject matter of the transaction, nor the fair market value of the consideration for the transaction, insofar as it involves the Consultant, does not exceed 25% of the Company’s market capitalization (as determined according to MI 61-101).
The Company proposes to issue the Settlement Shares in order to preserve liquidity to fund future transactions. The board of directors of the company believes that the actions for the debt transaction are necessary to provide the company with a healthy balance sheet in order to attract new capital and earn new interest.
The Company obtained the approval of disinterested shareholders of the Shares for the borrowing transaction on October 21, 2021. All Settlement Shares will be subject to a four month and one day hold period. This transaction remains subject to acceptance by the TSX Venture Exchange. Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
The Company wishes to clarify the wording of the resolution regarding the share purchase transaction contained in the proxy and the notice of meeting in conjunction with its meeting of shareholders on October 21, 2021. The resolutions correctly state that the debt was $ 200,000 and that the issue price would be $ 0.05, but incorrectly indicated the total number of settlement shares. The Information Circular correctly identifies the 4,000,000 Settlement Shares.
For more information, please contact:
Mike Griffiths, CEO
Catherine Beckett, Director of Corporate Affairs
About Currie Rose Resources Inc.
Currie Rose is a precious metals explorer focused on identifying high value assets in Canada. Our current projects span British Columbia and Ontario with our immediate focus on the Rossland Project in British Columbia. Please visit our website at www.currierose.com.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
This press release may contain forward-looking statements based on the Company’s expectations, estimates and projections regarding its business and the economic environment in which it operates. Statements regarding the closing of the transaction, the expected terms of the transaction, the number of Currie Rose securities that may be issued in connection with the transaction and the ability of the parties to meet the closing conditions and receive the necessary approvals are all forward-looking information. . These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual results may differ materially from those expressed in these forward-looking statements and readers should not place undue reliance on such statements. Statements are only valid as of the date on which they are made, and the Company does not undertake to update them publicly to reflect new information or the occurrence of future events or circumstances, unless the law does not require it otherwise.