Mr. Richard Penn reports
Q PRECIOUS & BATTERY METALS CORP. TO SETTLE OUTSTANDING DEBT
Q Precious & Battery Metals Corp. has settled outstanding indebtedness of up to $474,350 in exchange for an aggregate of 9,487,000 common shares of the company at a price of five cents per common share. This debt settlement included outstanding indebtedness of $100,000 owing to the company's chief executive officer, Richard Penn.
Mr. Penn, the chief executive officer and a director of the company, purchased two million common shares for consideration of $100,000 pursuant to the offering. Participation by Mr. Penn in the debt settlement is considered a "related party transaction" pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions (MI 61-101). The company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in connection with Mr. Penn's participation in the offering in reliance of sections 5.5(a) and 5.7(a) of MI 61-101, respectively, on the basis that participation in the offering by Mr. Penn did not exceed 25 per cent of the fair market value of the company's market capitalization.
The securities, when issued, will be subject to a four-month-and-one-day hold from the date of issuance. In addition, the debt settlement is subject to the approval of the Canadian Securities Exchange.
Investment by Mr. Penn
As described above, Mr. Penn, of 500 666 Burrard St., Vancouver, B.C., V6C 3P6, acquired two million common shares, for consideration of $100,000 pursuant to the offering.
Immediately prior to the closing of the offering, Mr. Penn beneficially owned or controlled 106,965 shares, 12,750 share purchase warrants and 180,000 stock options of the company, which represented approximately 0.95 per cent of the issued and outstanding shares on a non-diluted basis, and, assuming the exercise of the 12,750 warrants and 180,000 options, approximately 2.67 per cent of the issued and outstanding shares on a partially diluted basis.
Immediately following the closing of the offering, Mr. Penn beneficially owns or controls 2,106,965 shares, 12,750 warrants and 180,000 options, representing approximately 10.18 per cent of the issued and outstanding shares on a non-diluted basis, and, assuming the exercise of the 12,750 warrants and 180,000 options, approximately 10.97 per cent of the issued and outstanding shares on a partially diluted basis.
The securities of the company held by Mr. Penn are held for investment purposes. Mr. Penn has a long-term view of the investment, and may acquire additional securities of the company either on the open market, through private acquisitions or as compensation, or sell the securities on the open market or through private dispositions in the future depending on market conditions, general economic and industry conditions, the company's business and financial condition, reformulation of plans, and/or other relevant factors.
A copy of Mr. Penn's early warning report will appear on the company's profile on SEDAR+ and may also be requested by mail at Q Precious & Battery Metals Corp., 500 666 Burrard St., Vancouver, B.C., V6C 3P6, attention: Richard Penn, or phone at 778-384-8923
We seek Safe Harbor.
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