Vanadian Energy Announces Settlement of Debt

Executive Summary
- Vanadian Energy Corp. received TSX Venture Exchange approval to settle C$1,225,219 of outstanding debt by issuing 7,657,617 common shares at a deemed price of $0.16 per share.
- The issuance created two new control persons: Director Clive T. Johnson (32.49% ownership) and Director Gordon Keep (22.88% ownership).
- All newly issued securities are subject to a statutory hold period expiring July 11, 2026; the settlement is intended to strengthen the company’s balance sheet.
Key Details
- Debt Settlement Structure:
- Total debt settled: C$1,225,219.
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Shares issued: 7,657,617 common shares at $0.16 per share (deemed price).
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Share Allocation – Clive T. Johnson:
- Shares received: 3,341,856 (≈32.49% of outstanding shares).
- Debt value settled: $534,697.
- Pre‑transaction holdings: 519,138 common shares + 62,500 stock options.
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Post‑transaction holdings: 3,860,994 common shares + 62,500 stock options (32.49% on a fully diluted basis).
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Share Allocation – Gordon Keep:
- Shares received: 2,718,750 (≈22.88% of outstanding shares).
- Debt value settled: $435,000.
- Entities used: Fiore Management & Advisory Corp. and Jasper Management & Advisory Corp. (controlled by Mr. Keep).
- Pre‑transaction holdings: none.
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Post‑transaction holdings: 2,718,750 common shares + 41,750 stock options (22.88% on a fully diluted basis).
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Related Party Transaction:
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Both settlements are related party transactions under MI 61-101 and exempt from valuation requirements because the company is not listed on specified markets.
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Board Approval & Shareholder Vote:
- Disinterested directors approved the settlement.
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Shareholder approval obtained at the annual general and special meeting on June 26, 2025.
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Statutory Hold Period:
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All shares issued are subject to a hold period of four months and one day, expiring July 11, 2026.
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Early Warning Disclosure:
- The transaction triggers early warning filings for both directors; reports will be available on SEDAR+.
Notable Quotes
“The Debt Settlement is intended to strengthen the Company's balance sheet.” – Marc Simpson, President and CEO
Materiality Assessment: Material – Positive (the settlement materially alters ownership structure and improves balance‑sheet positioning).