Verisante Technology Inc. Announces Proposed Shares for Debt Transaction
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VANCOUVER, BC /ACCESSWIRE/October 19, 2022/ Verisante Technology, Inc. (TSXV: VER.H) (NEX: VER.H) (the “Company”) is pleased to announce that it has agreed to convert certain indebtedness due to creditors into common shares in the capital of the Company (the “Settlement shares“). The Company proposes to issue the Settlement Shares in order to preserve cash to fund future transactions.
The Company has agreed to issue 1,400,000 Settlement Shares at a deemed issue price of $0.02 per Settlement Share with a value of $28,000 plus $12,000 cash for withholding taxes in full and final settlement of $1,257,850 in debt owed to the CEO for accrued salary through September 30, 2022. Upon issuance of the Settlement Actions, the total accrued salary debt will be permanently extinguished.
The Company has agreed to issue 400,000 Settlement Shares at a deemed issue price of $0.02 per Settlement Share with a value of $8,000 plus $2,000 cash for settlement withholding taxes full and final of $227,401 in debt owed to a former CFO for salary accrued through September. 30 2022. Upon issuance of the Settlement Shares, the total accrued salary debt will be permanently extinguished.
The Company has agreed to issue 1,400,000 Settlement Shares at a deemed issue price of $0.02 per Settlement Share valued at $28,000 in full and final settlement of $28,000 in debt owed to the current Chief Financial Officer for salary accrued through September 30, 2022. Settlement Actions, all accrued salary debt will be permanently extinguished.
The Company has also agreed to issue an additional 8,283,000 Settlement Shares at a deemed issue price of $0.02 per Settlement Share valued at $165,660 to settle a loan of $150,000 in principal plus $15,666 interest (10% per year) to the CEO of the Company.
In total, the Company agreed to settle $1,678,917 of debt in exchange for 11,483,000 shares and $14,000 in cash, resulting in a gain on debt settlement of $1,435,251.
The proposed Settlement Shares are issued to officers and a former officer of the Company. In accordance with multilateral instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“), the settlement of the debt will constitute a “related party transaction” since these officers are considered a related party to the Company. The proposed shares for debt transactions are subject to the shareholder approval requirements of Section 5.6 of NI 61-101. The settlement price per share is the current market price as defined in TSX Venture Exchange Policy 1.1.
The Settlement Shares will be issued pursuant to certain prospectus exemptions available under Canadian securities laws and will be subject to a hold period of four months and one day from the date of issue.
The debt conversion and issuance of the Settlement Shares are subject to minority shareholder approval and acceptance by the TSX Venture Exchange. There is no guarantee that these conditions precedent will be satisfied or that any of the transactions will be completed as described herein or at all. The Company intends to hold a special meeting of shareholders in order to obtain the required shareholder approvals. The place and date of the special meeting will be announced later.
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 this press release.
Thomas Braun, President and CEO
Verisante Technology, Inc.
Phone: (604) 716-5133
E-mail: [email protected]
This press release may contain forward-looking statements, all of which are subject to market risks and the possibility that the Company may not be able to achieve all of its stated objectives. These statements are made on the basis of current expectations and actual results may differ from those projected due to a number of risks and uncertainties.
THE SOURCE: Verisante Technology, Inc.
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