Gold Runner Exploration to issue 920,000 units for debt

Executive Summary

• Gold Runner Exploration Inc. will settle accrued fees to directors, officers and a vendor by issuing 920,000 units (each unit = 1 common share + ½ warrant).
• The transaction is a related‑party securities‑for‑debt deal exempt from valuation and minority‑approval requirements under MI 61‑101 because the fair market value does not exceed 25 % of market capitalization.
• No new insiders or control persons are created; the units include warrants exercisable at $0.30 per share for three years.

Key Details

• Units to be issued: 800,000 to directors/officers (payment of accrued management and director fees).
• Units to vendor: 120,000 (payment of accrued vendor fees).
• Unit composition: 1 common share + ½ common‑share purchase warrant.
• Warrant terms: Each whole warrant convertible into one common share at $0.30 per share; term of three years from issuance date.
• Regulatory approval: Subject to Canadian Securities Exchange (CSE) approval; securities will not be registered under the U.S. Securities Act.
• Related‑party exemption: Transaction exempt from formal valuation and minority‑approval under sections 5.5(a) and 5.7(1)(a) of MI 61‑101 because the fair market value of issued securities and proceeds are each < 25 % of Gold Runner’s market capitalization.
• Insider impact: No new insider or control person is created by the transaction.
• Material change reporting: Company did not file a material change report ≥21 days prior because participation details were undetermined at that time.

Notable Quotes

(No direct quotes provided in the release.)