Mr. Ken Booth reports
GITENNES ANNOUNCES CLOSING OF DEBT SETTLEMENTS
Further to the news release dated Aug.
12, 2024, Gitennes Exploration Inc. has received TSX Venture Exchange acceptance for filing, and has closed, the previously announced shares-for-debt transaction
with senior officers of the company,
whereby the company issued an aggregate of 1.65 million common shares in the capital of the company, at a deemed price of five cents per settlement share, in consideration for the settlement of an aggregate of $82,500 in accrued liabilities owing to the creditors.
The creditors are companies controlled by insiders of the company, and accordingly, the issuance of the settlement shares in connection with the debt settlements is considered a related-party transaction pursuant to Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The company relied on sections 5.5(a) and 5.7(1)(a) of MI 61-101 for an exemption from the formal valuation and minority shareholder approval requirements, respectively, of MI 61-101, as, neither the fair market value of the subject matter of, nor the fair market value of, the settlement shares to be issued pursuant to the debt settlements exceeds 25 per cent of the company's market capitalization.
The creditors have agreed that all securities issued pursuant to the debt settlements will have a 12-month hold period from the date of issuance.
Early warning disclosure -- Ken Booth
Mr. Booth makes the following announcement in accordance with National Instrument 62-103
(the Early Warning System and Related Take-Over Bid and Insider Reporting Issues)
and National Instrument 62-104
(Take-Over Bids and Issuer Bids).
Pursuant to the closing of the debt settlements, the company issued to Mr. Booth, through Highwood Advisory Services Inc., and Mr. Booth acquired from the company, 750,000 common shares in the capital of the company at a price of five cents per common share in consideration for the settlement of $37,500 in outstanding management fees.
Immediately prior to Mr. Booth's acquisition, Mr. Booth beneficially owned and had control and direction over 121,645 common shares and 75,000 stock options, representing approximately 1.78 per cent (2.83 per cent on a partially diluted basis) of the then issued and outstanding common shares. As a result of Mr. Booth's acquisition, Mr. Booth beneficially owns and has control and direction over 871,645 common shares and 75,000 stock options, representing approximately 10.25 per cent (11.03 per cent on a partially diluted basis) of the currently issued and outstanding common shares. The change in Mr. Booth's securityholding percentage is 8.47 per cent (8.20 per cent on a partially diluted basis) of the issued and outstanding common shares.
Mr. Booth acquired the common shares as consideration for the debt settlements, and they are intended to be held for investment purposes. However, Mr. Booth will review his holdings from time to time, and may, in the future, increase or decrease his ownership or control over securities of the company as circumstances dictate.
An early warning report will be filed under the company's profile on the SEDAR+ website. A copy of the early warning report can also be obtained from Mr. Booth at the address below.
Mr. Booth,
Suite 410, 325 Howe St.,
Vancouver, B.C.,
V6C 1Z7
Telephone: 604-682-7870
Early warning disclosure -- Martin Nicoletti
Mr. Nicoletti makes the following announcement in accordance with National Instrument 62-103
(the Early Warning System and Related Take-Over Bid and Insider Reporting Issues)
and National Instrument 62-104
(Take-Over Bids and Issuer Bids).
Pursuant to the closing of the debt settlements, the company issued to Mr. Nicoletti, through
Corporation Financiere SKTM Ltee, and Mr. Nicoletti acquired from the company, 900,000 common shares at a price of five cents per common share in consideration for the settlement of $45,000 in outstanding management fees.
Immediately prior to Mr. Nicoletti's acquisition, Mr. Nicoletti beneficially owned and had control and direction over 25,000 common shares and 50,000 stock options, representing approximately 0.36 per cent (1.09 per cent on a partially diluted basis) of the then issued and outstanding common shares. As a result of Mr. Nicoletti's acquisition, Mr. Nicoletti beneficially owns and has control and direction over 925,000 common shares and 50,000 stock options, representing approximately 10.88 per cent (11.40 per cent on a partially diluted basis) of the currently issued and outstanding common shares. The change in Mr. Nicoletti's securityholding percentage is 10.52 per cent (10.31 per cent on a partially diluted basis) of the issued and outstanding common shares.
Mr. Nicoletti acquired the common shares as consideration for the debt settlements, and they are intended to be held for investment purposes. However, Mr. Nicoletti will review his holdings from time to time, and may, in the future, increase or decrease his ownership or control over securities of the company as circumstances dictate.
An early warning report will be filed under the company's profile on the SEDAR+ website. A copy of the early warning report can also be obtained from Mr. Nicoletti at the address below.
Mr. Martin Nicoletti
Suite 236, 410 St-Nicolas,
Montreal, Que.,
H2Y 2P5
Telephone: 514-907-9016 (extension 160)
About Gitennes Exploration Inc.
Gitennes is in the business of exploring for and advancing mineral properties. The company currently has two properties in the Sept-Iles region of Quebec, where the company is exploring for nickel, niobium and tantalum, and three gold properties in the Chapais-Chibougamau area of Quebec: New Mosher, JMW and Maxwell. All properties are 100 per cent owned by Gitennes except for New Mosher, which is under option, and Gitennes can earn an initial 70 per cent and has the right to increase its ownership to 85 per cent.
We seek Safe Harbor.
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