Bell Copper to issue 3.97 million shares for debt

Executive Summary

• Bell Copper Corp. will settle $198,819.48 of outstanding debt by issuing 3,976,390 common shares at a deemed price of $0.05 per share.
• The transaction reduces indebtedness to directors, officers, and an officer’s accrued management fees, preserving cash for the company.
• Shares issued are subject to a four‑month statutory hold period and qualify as a related‑party transaction exempt from formal valuation and minority approval under MI 61-101.

Key Details

• Debt Amount: $198,819.48 total owed to various creditors.
• Share Issuance: 3,976,390 common shares at $0.05 per share (deemed price).
• No Warrants: No warrants will be issued in connection with this settlement.
• Related‑Party Component: Includes repayment of loans from directors/officers and $82,500 of accrued management fees to an officer (1.65 million shares).
• Regulatory Framework: Settlement conducted under TSX Venture Exchange Policy 4.3; requires exchange approval.
• Hold Period: All issued shares subject to a four‑month statutory hold period.
• Exemptions Applied: Transaction deemed a related‑party transaction under MI 61-101 but exempt from formal valuation and minority shareholder approval because it does not exceed 25 % of market capitalization (sections 5.5(a) & 5.7(1)(a)).
• Strategic Rationale: Reduces debt load, preserves cash, and improves the company’s financial position for shareholders.

Notable Quotes

(No direct quotes were provided in the release.)