Vancouver, British Columbia--(Newsfile Corp. - December 4, 2024) - Auranova Resources Inc. (the "Company") announces that it has settled an aggregate of $159,760.98 of indebtedness owed to certain arm's length and non-arm's length creditors through the issuance of an aggregate of 8,200,001 common shares (each, a "Common Share") in the capital of the Company at a price of $0.019483045 per Common Share (the "Debt Settlement"). All Common Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.
In connection with the closing of the Debt Settlement, Chris Irwin, through 2673954 Ontario Inc. and Irwin Professional Corporation, corporations beneficially owned and controlled by Mr. Irwin, acquired an aggregate of 5,044,769 Common Shares in the capital of the Company. Prior to the completion of the Debt Settlement, Mr. Irwin beneficially owned and controlled and aggregate of 816,657 Common Shares in the capital of the Company, representing approximately 90.38% of the Company's issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Debt Settlement, Mr. Irwin beneficially owns and controls an aggregate of 5,861,426 Common Shares in the capital of the Company, representing approximately 64.39% of the Company's issued and outstanding Common Shares on a non-diluted basis. Mr. Irwin has an intention to distribute a majority of the Common Shares he holds at a later date, pursuant to private transactions. Thereafter, Mr. Irwin may, depending on market and other conditions, or as future circumstances may dictate, increase or decrease some or all of the existing or additional securities he holds or will hold, or may continue to hold the balance of his current position.
The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues in connection with the filing of an early warning report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report can be obtained by contacting Mr. Irwin at (416) 361-2516 (217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2).
In connection with the closing of the Debt Settlement, Albert Contardi, through Generic Capital Corporation, a corporation beneficially owned and controlled by Mr. Contardi, acquired an aggregate of 2,438,019 Common Shares in the capital of the Company. Prior to the completion of the Debt Settlement, Mr. Contardi beneficially owned and controlled 666 Common Shares in the capital of the Company, representing approximately 0.07% of the Company's issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Debt Settlement, Mr. Contardi beneficially owns and controls an aggregate of 2,438,685 Common Shares in the capital of the Company, representing approximately 26.79% of the Company's issued and outstanding Common Shares on a non-diluted basis. Mr. Contardi has an intention to distribute a majority of the Common Shares he holds at a later date, pursuant to private transactions. Thereafter, Mr. Contardi may, depending on market and other conditions, or as future circumstances may dictate, increase or decrease some or all of the existing or additional securities he holds or will hold, or may continue to hold the balance of his current position.
The disclosure in this news release is being issued in accordance with National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issuers in connection with the filing of an early warning report on the Company's SEDAR+ profile at www.sedarplus.ca. A copy of the early warning report can be obtained by contacting Mr. Contardi at (416) 361-2832 (217 Queen Street West, Suite 401, Toronto, Ontario M5V 0R2).
The Debt Settlement constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as 2673954 Ontario Inc., an insider of the Company that is controlled by Chris Irwin, acquired an aggregate of 4,829,607 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and (i) the Company is in serious financial difficulty; (ii) the Debt Settlement will improve the Company's financial position; (iii) the Debt Settlement is not subject to court approval or undertaken under court order under bankruptcy or insolvency law (or the equivalent); (iv) the Company has three (3) directors of the Company, all of which are independent in respect of the Debt Settlement; and (v) the board of directors, acting in good faith, determined that the Company is in serious financial difficulty and the terms of the Debt Settlement are reasonable in the Company's circumstances. The board of directors determined in good faith the price per Common Share issued pursuant to the Debt Settlement represents the fair market value of the Common Shares. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement because the Company wanted to improve its financial position as expeditiously as possible.
For further information, please contact:
Thomas Obradovich
Chief Executive Officer
Tel: (416) 985-7140
Caution Regarding Forward-Looking Information
This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.
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