Monitor arranges $100K debt settlement, $49K placement

Executive Summary

• Monitor Ventures Inc. announced the settlement of $100,000 in outstanding shareholder loans through the issuance of 1.33 million common shares at $0.075 per share.
• The company simultaneously completed a private placement of 665,000 common shares at $0.075 per share, generating gross proceeds of $49,875.
• The transaction involves a related party transaction with a director, who will hold approximately 13.50% of the issued and outstanding share capital post-transaction, relying on specific exemptions under Multilateral Instrument 61-101.

Key Details

• Debt Settlement Structure:
  • Total debt settled: $100,000.
  • Shares issued: 1,330,000 common shares (665,000 to an arm's-length party and 665,000 to a director).
  • Price per share: $0.075.
• Private Placement Details:
  • Shares issued: 665,000 common shares.
  • Price per share: $0.075.
  • Gross proceeds: $49,875.
  • Use of proceeds: Reduction of liabilities and working capital purposes.
• Regulatory and Compliance Details:
  • The issuance to the director constitutes a related party transaction under Multilateral Instrument 61-101 (MI 61-101).
  • The company relied on exemptions from formal valuation and minority approval requirements under sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the debt shares is not more than 25% of the company's market capitalization.
  • Pre-transaction holding by the director: 65,000 shares (~15.61% of issued and outstanding share capital).
  • Post-transaction holding by the director: ~13.50% of issued and outstanding share capital.
• Restrictions:
  • Shares issued under both the debt settlement and private placement are subject to a four-month hold period from the date of issue, per TSX Venture Exchange rules and Canadian securities laws.
• Conditions:
  • Transactions are subject to receipt of all applicable regulatory approvals.