11:19:41 EDT Sat 04 May 2024
Enter Symbol
or Name
USA
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International Prospect Ventures Ltd
Symbol IZZ
Shares Issued 51,161,798
Close 2024-03-27 C$ 0.04
Market Cap C$ 2,046,472
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International Prospect issues 1.2 M shares for debt

2024-04-04 15:46 ET - News Release

Mr. Glenn Mullan reports

INTERNATIONAL PROSPECT VENTURES ISSUES SHARES IN SETTLEMENT OF DEBT AND CLOSES $305,000 PRIVATE PLACEMENT FINANCING

Further to its news releases of March 18, 2024, and March 28, 2024, International Prospect Ventures Ltd. has issued 1.2 million common shares at a deemed per-share price of five cents in settlement of an aggregate of $60,000 in accrued debt owing as to $15,000 to 2973090 Canada Inc., a company controlled by Glenn J. Mullan, president, chief executive officer and a director of the company; $15,000 to 9184-0876 Quebec Inc., a company controlled by Jens Zinke, a director of the company; $15,000 to Caracle Creek International Consulting Inc., a company controlled by Scott Jobin-Bevans, vice-president, exploration, and a director of the company; $9,000 to Rico De Vega, chief financial officer and corporate secretary of the company; and $6,000 to Robert Valliant, a director of the company.

Each of 2973090, 9184-076 and Caracle forgave an additional $15,000 owed to each of them by the company for consulting services rendered to the company.

The debt owed to the debt settlors related to consideration payable under the terms of consulting agreements entered into between the company and each of 2973090, 9184-076, Caracle and Mr. De Vega and director fees owed to Mr. Valliant.

The shares issued by the company under the shares for debt transaction are subject to a hold period until Aug. 5, 2024, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

The issuance of shares by the company to the debt settlors constitutes a related party transaction pursuant to TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions. The company availed itself of the exemptions contained in Section 5.5(a) of MI 61-101 for an exemption from the formal valuation requirement and Section 5.7(1)(a) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities distributed in the transaction is not more than 25 per cent of the company's market capitalization.

The company has completed a non-brokered private placement offering for gross proceeds of $305,000, which was oversubscribed by $5,000 over the amount outlined in the March 18, 2024, and March 28, 2024, news releases. The company issued 6.1 million units under the offering at a per-unit price of five cents, with each unit comprising one common share in the capital of the company and one-half of one non-transferable share purchase warrant, with each whole warrant entitling the purchase of one common share at a per-share price of seven cents until April 4, 2026.

Four insiders of the company participated in the offering for aggregate cash consideration to the company of $68,000, which constitutes a related party transaction. The company availed itself of the exemptions contained in Section 5.5(c) of MI 61-101 (distribution of securities for cash) for an exemption from the formal valuation requirement and Section 5.7(1)(b) of MI 61-101 for an exemption from the minority shareholder approval requirement of MI 61-101 as the fair market value of the securities distributed in the offering and the consideration received by the company for those securities, insofar as the participation in the offering by the interested parties did not exceed $2.5-million.

In connection with the offering, the company paid cash finders' fees in the amount of $2,200 and issued 110,000 finder's warrants exercisable at a price of seven cents until April 4, 2026, to an arm's-length finder.

The net proceeds raised from the offering will be used by the company for general corporate purposes and to pay certain debts owing to a non-arm's-length party, which did not participate in the offering.

All securities issued under the offering, including common shares underlying the warrants, are subject to a hold period until Aug. 5, 2024, in accordance with applicable securities legislation and the policies of the TSX Venture Exchange.

About International Prospect Ventures Ltd.

International Prospect Ventures is a junior mineral exploration company that holds interests in mining claims (and is continuing to acquire additional interests) located in the Pilbara region in Western Australia, within an area southeast of Karratha, where early-stage gold discoveries have been reported.

The company also has a 100-per-cent interest in the Porcupine Miracle gold prospect, consisting of four mineral claims located in Langmuir township, Ontario.

International Prospect Ventures continues to evaluate additional opportunities on a continuing basis.

We seek Safe Harbor.

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