Toronto, Ontario--(Newsfile Corp. - August 16, 2018) - Schyan Exploration Inc. (the "Company") is pleased to announce that it has settled an aggregate of $78,344.53 of indebtedness owed to certain arms-length and non-arms-length creditors through the issuance of an aggregate of 1,958,613 common shares ("Common Shares") of the Company at a price of $0.04 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 August 15, 2018, in accordance with applicable securities legislation.
Generic Capital Corporation (the "Creditors"), have today filed their early warning reports advising of the Creditors holdings in the Company.
The Creditors and the Company entered into debt conversion agreements on August 15, 2018 (the "Debt Conversion Agreements"), pursuant to which the Creditors agreed to accept Common Shares at a deemed issued price of $0.04 per Common Share, in full settlement of $61,394.53 of aggregate indebtedness owing to the Creditors by the Issuer (the "Transaction"). The Transaction closed on August 15, 2018.
Prior to the closing of the Transaction, Generic Capital Corporation, directly and indirectly, owned and controlled 8,884,730 Common Shares of the Company. After giving effect to the Transaction, Generic Capital Corporation, directly and indirectly, owns and controls Common Shares representing approximately 64.3% of the issued and outstanding Common Shares of the Issuer. Depending on market and other conditions, or as future circumstances may dictate, Generic Capital Corporation may from time to time increase or decrease their respective holdings of Common Shares or other securities of the Company. A copy of the early warning reports is available on the Company's issuer profile on SEDAR at www.sedar.com.
Certain insiders of the Company acquired 1,958,613 Common Shares in connection with the transaction and their participation constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(b) of MI 61-101, as the Common Shares are not listed on a specified market and the fair market value of the participation by insiders does not exceed 25% of the market capitalization of the Company, as determined in accordance with MI 61-101. A material change report will be filed less than 21 days before the closing date of the debt settlement and issuance of shares for services. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities in order to make it a more attractive for potential merger and acquisition transactions.
For more information, please contact:
Lisa McCormack
Chief Executive Officer
Tel: (416) 361-2515
This news release may contain forward-looking statements including but not limited to comments regarding the timing and content of upcoming work programs, geological interpretations, receipt of property titles, potential mineral recovery processes, etc. Forward-looking statements address future events and conditions and therefore, involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements.
