BGX arranges share rollback, debt settlement

Executive Summary

• Black Gold Exploration Corp. (BGX) will consolidate its share capital on a 1‑for‑10 basis, reducing the outstanding common shares from ~171.7 M to ~17.2 M, effective around February 11 2026.
• The company will settle $58,000 of accounts payable by issuing approximately 1.16 M new common shares (at C$0.05 per share) to creditors, including CEO Francisco Gulisano, under a related‑party transaction exempt from minority approval.
• Both actions are intended to improve liquidity, broaden the investor base, and strengthen BGX’s balance sheet by reducing liabilities.

Key Details

• Share Consolidation: 1 post‑consolidation common share for every 10 pre‑consolidation shares; fractional shares will be rounded; no cash paid for fractions.
• Effective Date: On or around February 11 2026, subject to final CSE confirmation.
• Resulting Share Count: Approx. 17,173,839 post‑consolidation common shares (rounded).
• No Change to Name/Symbol: The company will retain its name and ticker.
• Shareholder Process: Registered shareholders must submit transmittal letters and share certificates to Endeavor Trust Corp.; broker‑held shares require no action.
• Shares‑for‑Debt Settlement: Issuance of 1,160,000 common shares to creditors in exchange for $58,000 U.S. of accounts payable.
• Issue Price: C$0.05 per share, per CSE policies.
• Hold Period: Settlement shares subject to a four‑month‑and‑one‑day hold period.
• Related Party Transaction: CEO Francisco Gulisano will receive settlement shares; transaction exempt from MI 61‑101 valuation and minority approval thresholds (fair market value < 25 % of market cap).
• Regulatory Status: Settlement pending CSE acceptance; no material change report filed 21 days prior, deemed reasonable by the company.

Notable Quotes

(No direct quotes were provided in the release.)