ELMAG INVESTMENTS INC., GAETAN LIBERATORE, MARIE-JOSÉE LIBERATORE AND MARC-ANDRÉ LIBERATORE ANNOUNCE FILING OF EARLY WARNING REPORTS REGARDING CANADIAN SPIRIT RESOURCES INC.

/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES AND NOT FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Nov. 8, 2023 /CNW/ - Elmag Investments Inc. ("Elmag") distributed (the "Distribution") on November 8, 2023, by way of dividend in specie, 182,168,067 common shares ("Common Shares") of Canadian Spirit Resources Inc. (the "Company"), representing all of the Common Shares held by Elmag, to Elmag's three shareholders, G. Liberatore Holdings Inc. ("G. LiberatoreCo"), M.J. Liberatore Holdings Inc. ("M.J. LiberatoreCo") and M.A. Liberatore Holdings Inc. ("M.A. LiberatoreCo").

Gaetan Liberatore is the sole shareholder and director of G. LiberatoreCo, Marie-Josée Liberatore is the sole shareholder and director of M.J. LiberatoreCo, and Marc-André Liberatore is the sole shareholder and director of M.A. LiberatoreCo.

Immediately prior to completion of the Distribution, a total of 278,177,583  Common Shares were issued and outstanding, and:

• Elmag owned and controlled 182,168,067 Common Shares (representing 65.48% of the issued and outstanding Common Shares) (the "Elmag Common Share Ownership");
• G. Liberatore and G. LiberatoreCo did not own or control any Common Shares;
• M.J. Liberatore and M.J. LiberatoreCo did not own or control any Common Shares; and
• M.A. Liberatore and M.A. LiberatoreCo did not own or control any Common Shares.

Following completion, and as a result of the Distribution:

• the Elmag Common Share Ownership is nil Common Shares (representing 0% of the issued and outstanding Common Shares).
• In addition, Elmag beneficially owns and controls 400,000 options exercisable for Common Shares (all of which are currently vested (the "Vested Options")) and 10,000,000 warrants exercisable for Common Shares (all of which are exercisable (the "Exercisable Warrants")).

Assuming the exercise of all the Vested Options and Exercisable Warrants, an aggregate of 288,577,583 Common Shares would be issued, and the Common Share Ownership would increase to 10,400,000 Common Shares, or 3.60% of the issued and outstanding Common Shares (based on the number of Common Shares issued and outstanding as of the date hereof and after giving effect to the issuance of the 400,000 and 10,000,000 Common Shares issuable under such options and warrants, respectively).

• G. Liberatore owns, through G. LiberatoreCo, and controls an aggregate of 60,722,689 Common Shares (representing 21.82% of the issued and outstanding Common Shares);
• M.J. Liberatore owns, through M.J. LiberatoreCo, and controls an aggregate of 60,722,689 Common Shares (representing 21.82% of the issued and outstanding Common Shares); and
• M.A. Liberatore owns, through M.A. LiberatoreCo, and controls an aggregate of 60,722,689 Common Shares (representing 21.82% of the issued and outstanding Common Shares).

Each of Elmag, Gaetan Liberatore, Marie-Josée  Liberatore and Marc-André Liberatore will file an early warning report relating to their respective transactions contemplated hereby on SEDAR+ at www.sedarplus.ca under the Company's profile.

For further information or to obtain a copy of any of the early warning reports, please contact:

Elmag Investments Inc. (Investissements Elmag Inc.)
790 Av. Sainte-Croix
Saint-Laurent, Québec
H4L 3Y2

Attention: Marie-Josée Liberatore, Secretary
Telephone: [phone]
Email: [email protected]

SOURCE Elmag Investments Inc.