Pasinex issues 33.4 million shares for debt of $3.34M

Executive Summary

• Pasinex Resources Ltd. has closed a shares-for-debt transaction, issuing 33,405,205 common shares to settle $3,340,520 in outstanding debt owed to 1514341 Ontario Inc., Seeley Holdings Ltd., Joachim Rainer, Golden Summit FZ LLC, and other suppliers/investors.
• The settlement shares were issued at a price of 10 cents per share, consistent with Canadian Securities Exchange (CSE) policies.
• The transaction is classified as a related-party transaction under Multilateral Instrument 61-101, involving directors and controlling shareholders, but relies on specific exemptions from valuation and minority shareholder approval requirements.

Key Details

• Shares Issued: 33,405,205 common shares.
• Debt Settled: $3,340,520 in aggregate principal amount.
• Settlement Price: 10 cents per common share.
• Creditors Involved: 1514341 Ontario Inc., Seeley Holdings Ltd., Joachim Rainer, Golden Summit FZ LLC, and other suppliers and investors.
• Remaining Debt Amendment: The company amended remaining outstanding debt of $2,045,735 owed to participating creditors.
• Conversion Option: Creditors holding the remaining debt have an option, exercisable for up to 36 months, to convert all or any portion of the debt into common shares at 10 cents per share.
• Cash Repayment: The company retains the right to repay all or a portion of the remaining debt in cash; converted debt is deemed fully satisfied.
• Hold Period: All settlement shares are subject to a four-month hold period from the closing date under applicable Canadian securities laws.
• Related-Party Status: The transaction involves 151 Ontario (controlled by Chairman Larry Seeley), Seeley Holdings (controlled by Kevin Seeley, holding 11.4% of shares), Golden Summit (controlled by Director Mehmet Komurcu), and Director Joachim Rainer.
• Regulatory Exemptions: The company relied on exemptions from valuation and minority shareholder approval requirements under MI 61-101 (sections 5.5(a) and 5.7(1)(a)) because the fair market value of the settlement shares and the debt did not exceed 25% of the company's market capitalization.
• Material Change Report: No material change report was filed 21 days prior to closing, a decision deemed reasonable to expedite the reduction of liabilities.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.