Pacific Imperial Mines settles insider debt with shares

Executive Summary

• Pacific Imperial Mines Inc. has entered into debt settlement agreements with insiders Chris McLeod (CEO/Director) and Peter Holbek (Director) to fully settle outstanding loans and geological service fees totaling $238,807.
• The settlement is executed through the issuance of an aggregate of 5,970,170 common shares at a deemed price of $0.04 per share.
• The transaction is classified as a "related party transaction" under Multilateral Instrument 61-101, but the company is exempt from formal valuation and minority shareholder approval requirements as the insider participation does not exceed 25% of market capitalization.

Key Details

• Total Debt Settled: $238,807 (aggregate amount for outstanding loans to Mr. McLeod and Mr. Holbek, and outstanding fees to Mr. Holbek for geological services via Viking GeoScience).
• Total Shares Issued: 5,970,170 common shares.
• Deemed Price: $0.04 per common share.
• Share Allocation to Creditors:
  • Chris McLeod: 4,608,260 common shares.
  • Peter Holbek (Personal): 250,000 common shares.
  • Viking GeoScience (Peter Holbek DBA): 1,111,910 common shares.
• Regulatory Status: Subject to approval by the TSX Venture Exchange.
• Hold Period: Shares issued are subject to a hold period expiring four months and one day after the date of issuance, in accordance with applicable securities laws and exchange policies.
• Governance & Exemptions:
  • Directors unanimously approved the debt settlement.
  • Mr. McLeod and Mr. Holbek abstained from voting on their respective participations.
  • The company relied on exemptions in sections 5.5(b) and 5.7(1)(a) of MI 61-101, waiving the need for a formal valuation and minority shareholder approval because the fair market value of insider participation does not exceed 25% of the company's market capitalization.
  • No materially contrary views or abstentions were expressed by other directors.