Pasinex Announces Closing of Shares for Debt Settlement

Executive Summary

• Pasinex Resources issued 33,405,205 common shares to creditors in exchange for C$3.34 million of outstanding debt.
• The transaction reduces the Company’s liabilities and improves its balance sheet; all new shares are subject to a four‑month hold period.
• An amendment allows remaining creditors (C$2.05 million principal) to convert up to 36 months later at C$0.10 per share, providing additional future equity financing flexibility.

Key Details

• Settlement Shares Issued: 33,405,205 common shares at C$0.10 per share.
• Debt Eliminated: C$3,340,520 owed to 1514341 Ontario Inc., Seeley Holdings Ltd., Joachim Rainer, Golden Summit FZ LLC, and other suppliers/investors.
• Hold Period: Four‑month lock‑up on all Settlement Shares from the closing date, per Canadian securities regulations.
• Remaining Debt Amendment: Principal amount of C$2,045,735; creditors may elect to convert any or all of this debt into common shares at C$0.10 per share within a 36‑month window.
• Repayment Option: Company may repay the remaining debt in cash; converted debt is deemed fully satisfied.
• Related Party Transaction: Involves parties connected to Chairman Larry Seeley, Kevin Seeley (11.4 % shareholder), Director Mehmet Komurcu, and Director Joachim Rainer.
• Regulatory Exemptions: Relies on MI 61‑101 sections 5.5(a) and 5.7(1)(a); fair market value of shares and debt each < 25 % of Pasinex’s market capitalization.
• Material Change Report: Not filed 21 days prior to closing; Company deemed the expedited settlement reasonable for improving its financial position.

Notable Quotes

“The Shares for Debt Transaction enables us to reduce existing liabilities and strengthen our balance sheet, positioning Pasinex for continued growth and operational execution.” – Ian D. Atacan, Director & CFO

Materiality Assessment: Material – Positive (significant impact on capital structure and liquidity).