ROUYN-NORANDA, QC, March 12, 2020 /CNW Telbec/ - Fieldex Exploration Inc. (TSXV: FLX) (FRANKFURT: F7E1) ("Fieldex") announces that it intends to issue an aggregate of 2,276,160 common shares in settlement of debts in an aggregate amount of $113,808. The debts resulted from exploration services ($10,250) and management services ($48,558) provided by two creditors of Fieldex (the "Debt Settlement"); and from management services provided by a company controlled by Fieldex's President and Chief Executive Officer ($55,000) (the "Insider Debt Settlement") from March 2018 to December 2019. In addition, Fieldex has relinquished its interest in the mining claims comprising the Lac Sairs property in favour of one creditor in settlement of a debt in an amount of $10,250, which debt resulted from exploration services.
The Insider Debt Settlement is considered a "related party transaction" as defined under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Insider Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 as Fieldex's securities are not listed on any of the stock exchanges set out in Section 5.5(b) of MI 61-101 and neither the fair market value of the common shares to be issued to the company controlled by Fieldex's President and Chief Executive Officer, nor the fair market value of the services provided by such company, exceeds 25% of Fieldex's market capitalization.
The common shares to be issued pursuant to the Debt Settlement and the Insider Debt Settlement will be issued at a deemed price of $0.05 per share and will be subject to a four-month hold period pursuant to applicable securities legislation and the policies of the TSX Venture Exchange.
The Board of Directors and Management of Fieldex believe that the proposed settlement of debts through the issuance of common shares is in Fieldex's best interests as it will allow Fieldex to preserve its cash position.
Extension of Term of Warrants
Fieldex also announces that it has applied to the TSX Venture Exchange for a one-year extension of the term of 1,875,000 common share purchase warrants (the "Warrants") that were issued by Fieldex as part of a private placement that closed on April 21, 2017. Each Warrant currently entitles its holder to purchase one additional common share of Fieldex at an exercise price of $0.15 until April 21, 2020.
Subject to the approval of the TSX Venture Exchange, the term of the Warrants will be extended to April 21, 2021, for a total term of four years. None of the Warrants have been exercised. 140,000 of the Warrants are held indirectly by a Fieldex director.
The Debt Settlement, Insider Debt Settlement and the extension of the term of the Warrants are subject to regulatory approval, including that of the TSX Venture Exchange.
Changes of Registered Office
Fieldex also announces that it has changed its registered office to 147 Québec Avenue, Rouyn-Noranda, Québec J9X 6M8. The mailing address of Fieldex is now C.P. 491, Rouyn-Noranda, Québec J9X 5C4.
About Fieldex Exploration Inc.
Fieldex is a mineral resource company actively exploring in Québec. Fieldex has 15,668,023 common shares issued and outstanding.
This news release contains statements that may constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. Forward-looking information may include, among others, statements regarding the future plans, costs, objectives or performance of Fieldex, or the assumptions underlying any of the foregoing. In this news release, words such as "may", "would", "could", "will", "likely", "believe", "expect", "anticipate", "intend", "plan", "estimate" and similar words and the negative form thereof are used to identify forward-looking statements. Forward-looking statements should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether, or the times at or by which, such future performance will be achieved. No assurance can be given that any events anticipated by the forward-looking information will transpire or occur, including the settlement of certain debts through the issuance of securities. Forward-looking information is based on information available at the time and/or management's good-faith belief with respect to future events and are subject to known or unknown risks, uncertainties, assumptions and other unpredictable factors, many of which are beyond Fieldex's control. These risks, uncertainties and assumptions include, but are not limited to, those described under "Financial Risk Management Objectives and Policies" and "Risks and Uncertainties" in Fieldex's Annual Report for the fiscal year ended December 31, 2018, a copy of which is available on SEDAR at www.sedar.com, and could cause actual events or results to differ materially from those projected in any forward-looking statements. Fieldex does not intend, nor does Fieldex undertake any obligation, to update or revise any forward-looking information contained in this news release to reflect subsequent information, events or circumstances or otherwise, except if required by applicable laws.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of the release.
SOURCE Fieldex Exploration Inc.
For further information: Martin Dallaire, eng, President & Chief Executive Officer, Tel.: (819) 762-0609, Fax: (819) 762-0097, [email protected], www.fieldexexploration.com