A.I.S. Resources to issue shares for debt of $111,510

Executive Summary

• A.I.S. Resources Ltd. has entered into debt settlement agreements to reduce outstanding liabilities and improve its financial position by issuing common shares to settle approximately $614,536.40 in debt and director/officer fees.
• The transaction involves issuing a total of 9,310,091 common shares to both arm's-length creditors and company insiders at deemed prices ranging from 5.25 to 7.0 cents per share.
• The agreements are subject to TSX Venture Exchange acceptance and disinterested shareholder approval for the insider portion, with all issued shares subject to a four-month hold period under Canadian securities laws.

Key Details

• Arm's-Length Creditors: $111,510 in outstanding debt settled via issuance of 2,124,000 common shares at a deemed price of 5.25 cents per share.
• Directors & Officers: $503,026.40 in outstanding fees settled via issuance of 7,186,091 common shares at a deemed price of 7.0 cents per share.
• Total Shares Issued: 9,310,091 common shares to settle a combined $614,536.40 in liabilities.
• Regulatory Approvals: Subject to acceptance by the TSX Venture Exchange; the insider portion requires disinterested shareholder approval per the company's information circular dated Feb. 3, 2026.
• MI 61-101 Exemptions: The related-party transaction is exempt from minority approval, information circular, and formal valuation requirements under Multilateral Instrument 61-101, as neither the gross securities value nor insider consideration exceeds $2.5 million.
• Hold Period: All securities issued under the agreements are subject to a four-month hold period from the closing date under applicable Canadian securities laws.
• Use of Proceeds: Reduction of existing liabilities to improve the company's financial position.