Subject: Claren Energy Corp. (TSXV: CEN) - News Release
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File: '\\swfile\EmailIn\20250318 162929 Attachment 250318 NR Debt Settlement.docx'
Claren Energy Corp. Closes Shares for Debt Transaction
March 18, 2025 - Vancouver, British Columbia. CLAREN ENERGY CORP. (the "Company") (TSX-V: CEN, OTC Pink: CNENF) announces that it closed is previously announced transaction to settle total outstanding indebtedness of $629,799, consisting of loans payable of $569,799 and consulting fees of $60,000, owed to certain creditors through the issuance of 5,248,325 common shares ("Shares") at a price of $0.12 per Share (the "Shares for Debt Transaction").
Of the $569,799 of loans payable, a total of $479,799 consists of cash loans, including accrued interest, by Pacific World Energy and Professional Trading Services, which are non-arm's length parties to the Company (the "Non-Arm's Length Loans"). Prior to entering into the Shares for Debt Transaction, the Non-Arm's Length Loans were assigned to arm's length creditors for nominal consideration. Accordingly, the 3,998,325 common shares issued to settle the $479,799 of Non-Arm's Length Loans will be subject to the Tier 2 value escrow requirements as set forth in the TSX Venture Exchange Policy 5.4.
All Shares issued in connection with the Shares for Debt Transaction are subject to a four month and a day hold period in accordance with applicable securities laws.
Nico Civelli, a director of the Company, settled $30,000 of indebtedness through the issuance of 250,000 Shares at a price of $0.12 per Share. As such, the Shares for Debt Transaction constitutes a "related party transaction" under Multilateral Instrument 61-101. The Shares for Debt Transaction is exempt from the formal valuation and minority approval requirements of MI 61-101 as the fair market value of the shares to be issued to the insider does not exceed 25% of the Company's market capitalization.
About Claren
Claren is a company continued under the laws of the Business Corporations Act (British Columbia). Claren is listed on the TSX Venture Exchange and has been actively evaluating and seeking alternative business.
For further information please contact:
Claren Energy Corp.
Mark Lawson, Director
T: +1 647 302 0393
Information set forth in this news release contains forward-looking statements. These statements reflect management's current estimates, beliefs, intentions and expectations; they are not guarantees of future performance. Claren cautions that all forward looking statements are inherently uncertain and that actual performance may be affected by a number of material factors, many of which are beyond Claren's control. Such factors include, among other things: risks and uncertainties described in its continuous disclosure filings filed by Claren on www.sedar.com. Accordingly, actual and future events, conditions and results may differ materially from the estimates, beliefs, intentions and expectations expressed or implied in the forward looking information. Except as required under applicable securities legislation, Claren undertakes no obligation to publicly update or revise forward-looking information.
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.
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