Mr. Brian McClay reports
GOLDEN PURSUIT ANNOUNCES RE-ORGANIZATION INCLUDING CONSOLIDATION, FINANCING AND SHARES FOR DEBT
Golden Pursuit Resources Ltd.'s board of directors believes it would be in the best interest to consolidate the company's outstanding common shares on the basis of one new common share of the company for two existing common shares.
The company would also like to announce that it intends to complete a non-brokered private placement financing following the consolidation for up to four million units at a postconsolidated price of 10 cents per unit to raise gross proceeds of up to $400,000. Each unit will consist of one postconsolidated common share and one-half of one common share purchase warrant. Each whole warrant will entitle the holder to acquire an additional postconsolidated common share exercisable at 12 cents per share, on a postconsolidated basis, for a period of two years from the date of closing of the private placement.
Proceeds of the private placement will be used for project generative activities and general working capital.
The company would also like to announce that its board of directors has approved the settlement of up to $470,014 of outstanding debt through the issuance of common shares of the company. Pursuant to the debt settlement, the company would issue up to 4,700,140 postconsolidated common shares of the company at a deemed price of 10 cents per share to the creditors of the company.
The issuance of the shares to the creditors is subject to the approval of the TSX Venture Exchange and the shareholders of the company. All securities issued will be subject to a four-month hold period, which will expire on the date that is four months and one day from the date of issue.
As certain insiders participated in the debt settlement, it is considered to be a related-party transaction under Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transaction). All of the independent directors of the company, acting in good faith, considered the transactions and determined that the fair market value of the securities being issued to insiders and the consideration being paid are reasonable. The company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(a) and 5.7(a).
The foregoing is subject to the approval of the TSX Venture Exchange.
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