StrategX Announces Debt Settlements and Grant of Options

Executive Summary

• StrategX Elements Corp. negotiated debt settlements totaling $425,815 in exchange for issuing 2,365,638 common shares at a deemed price of $0.18 per share.
• A portion of the settlement (1,269,805 shares for $228,565) involves related‑party directors and officers, relying on MI 61‑101 exemptions.
• The Company also granted incentive stock options to directors, officers and consultants for up to 3,400,000 common shares at an exercise price of $0.21 per share, with a ten‑year term.

Key Details

• Debt Settlement Structure:
• Aggregate debt settled: $425,815.
• Shares issued as consideration: 2,365,638 common shares.
• Deemed issuance price: $0.18 per share.

• Hold period on all settlement shares expires 4 months + 1 day after issuance (per CSE policies).

• Related‑Party Component:

• Shares issued to directors/officers: 1,269,805 common shares.
• Debt extinguished for related parties: $228,565.

• Exemption relied upon under MI 61‑101 sections 5.5(a) and 5.7(1)(a); fair market value of related‑party participation ≤ 25% of market cap.

• Incentive Stock Options Grant:

• Total options granted: up to 3,400,000 common shares.
• Exercise price: $0.21 per share.
• Term: 10 years from grant date.

• Hold period on exercised shares expires February 4, 2026 (per CSE policies).

• Impact on Capital Structure:

• Dilution of existing shareholders through issuance of ~2.37 M settlement shares plus potential future dilution from option exercises.
• Reduction of outstanding debt by $425,815, improving balance‑sheet leverage.

Notable Quotes

(No direct quotes were provided in the release.)