Tripsitter Clinic completes shares-for-debt settlement

Executive Summary

• Tripsitter Clinic Ltd. settled $373,250 of debt by issuing 6,635,555 common shares at a deemed price of $0.05625 per share.
• The issuance involved related‑party insiders (Cabazon Capital Corp. and Oregon Management FZ‑LLC) and is exempt from the usual minority‑shareholder approval under MI 61‑101.
• Post‑settlement, Cabazon’s ownership rises to ~19.9% and Oregon’s to ~18.1% of the outstanding common shares.

Key Details

• Debt Settlement Amount: $373,250.
• Shares Issued: 6,635,555 common shares at a deemed price of 5.625 cents per share.
• Hold Period: Shares are subject to a lock‑up expiring August 3, 2026.
• Participants: CFO Zeeshan Khan and Cabazon Capital Corp. (insider) acted as counterparties.
• Related‑Party Status: Transaction qualifies as a related‑party transaction under Multilateral Instrument 61‑101; exemption invoked per subsections 5.5(g) & 5.7(1)(e).
• Regulatory Filing: No material change report filed >21 days before closing because party participation details were finalized shortly before settlement.
• Pre‑Settlement Ownership – Cabazon Capital: 1,128,000 shares (~16.94% of outstanding).
• Post‑Settlement Ownership – Cabazon Capital: 2,648,000 shares (~19.92%).
• Pre‑Settlement Ownership – Oregon Management FZ‑LLC: 0 shares.
• Post‑Settlement Ownership – Oregon Management FZ‑LLC: 2,400,000 shares (~18.05%).
• Future Actions: Cabazon and/or Oregon may purchase additional securities or sell holdings in open‑market or private transactions, subject to applicable securities laws.

Notable Quotes

(No direct quotes were provided in the release.)