OAKVILLE, ON, May 29, 2015 /CNW/ - Canoe Mining Ventures Corp.
(TSXV: CLV) ("Canoe") announces that it has agreed to settle a
total of $117,946.68 of debt relating
to consulting fees and service fees to certain arm's length and
non-arm's-length parties by issuing an aggregate of 2,358,934
common shares of Canoe at a deemed price of $0.05 per share (the "Debt Settlement").
As part of the Debt Settlement, Mr. Duane Parnham (the President, CEO, and a
director of Canoe) will be issued 600,000 common shares and Growth
Consulting Ltd., a company wholly owned by Mr. Ron Reed (the CFO of Canoe), will be issued
360,000 common shares. The participation of each of Mr. Parnham and
Growth Consulting Ltd. (collectively, the "Related Parties") in the
Debt Settlement is considered a "related party transaction" under
Multilateral Instrument 61-101 Protection of Minority Security
Holders in Special Transactions ("MI 61-101"). Canoe is relying
on Sections 5.5(a) and 5.7(1)(a) of MI 61-101, respectively, for
exemptions from the formal valuation and minority approval
requirements under MI 61-101, as neither the fair market value of
the common shares to be issued to the Related Parties nor the
amount of debt to be settled pursuant thereto exceeds 25% of
Canoe's market capitalization.
A material change report in respect of the related party
transactions was not filed at least 21 days in advance of the Debt
Settlement, as the terms of the Debt Settlement were not settled
until shortly before this announcement and Canoe wishes to close
the Debt Settlement on an expedited basis for sound business
reasons.
All common shares to be issued pursuant to the Debt Settlement
will be subject to a hold period of four months and one day from
their date of issuance.
The Debt Settlement is subject to approval by the TSX Venture
Exchange. Neither 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.
On Behalf of the Board of Directors of Canoe,
Duane Parnham, President and CEO
Forward Looking Statements
This news release includes certain forward-looking statements or
information. All statements other than statements of historical
fact included in this release or other future plans, objectives or
expectations of Canoe are forward-looking statements that involve
various risks and uncertainties. There can be no assurance that
such statements will prove to be accurate and actual results and
future events could differ materially from those anticipated in
such statements. Important factors that could cause actual results
to differ materially from Canoe's plans or expectations include
risks relating to the actual results of current exploration
activities, fluctuating gold prices, possibility of equipment
breakdowns and delays, exploration cost overruns, availability of
capital and financing, general economic, market or business
conditions, regulatory changes, timeliness of government or
regulatory approvals and other risks detailed herein and from time
to time in the filings made by Canoe with securities regulators.
Canoe expressly 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 otherwise
required by applicable securities legislation.
SOURCE Canoe Mining Ventures Corp.