CULT Food Science Closes Debt Settlement

Executive Summary

• CULT Food Science Corp. closed a debt settlement agreement, extinguishing $132,500 of outstanding debt to an arm’s‑length creditor.
• The settlement was satisfied by issuing 8,833,333 common shares at a deemed price of $0.015 per share, relying on NI 45‑106 exemption (no hold period).
• Board determined the transaction preserves cash for working capital and is in the best interests of the company.

Key Details

• Debt Amount Settled: $132,500 owed to an arm’s‑length creditor.
• Equity Issued: 8,833,333 common shares at a deemed price of $0.015 per share (aggregate nominal value $132,500).
• Exemption Used: Section 2.24 of NI 45‑106 Prospectus Exemptions; shares are free‑trading with no hold period.
• Purpose: Eliminate the debt and conserve cash for ongoing working‑capital needs.
• Board Approval: The board concluded the settlement is in the company’s best interest.
• Issuer Representative: Steve Vanry, Chief Financial Officer (signatory on behalf of the Board).

Notable Quotes

“The board of directors determined that it is in the best interests of the Company to complete the Debt Settlement in order to preserve the Company's cash for working capital.” – Steve Vanry, CFO

Materiality Assessment: Material – Positive (the settlement removes a liability and involves issuance of equity, impacting capital structure).