(TheNewswire)
Calgary, Alberta – TheNewswire - May 25, 2022 . Guardian Exploration Inc. ( TSXV:GX) (the “ Corporation ” or “ Guardian ”)announces that it has issued an aggregate of 20,662,306 common sharesto creditors to retire $1,084,771.12 of indebtedness owing underpreviously provided loans in exchange for common shares in the capitalof the Corporation. The shares issued for the debt settlement wereissued at a price of $0.525 per share. Completion of debt settlementwas subject to the approval from the TSX Venture Exchange (the“ TSXV ”), which the Corporation obtained on May 19, 2022.
All of the shares issued in connection with the debtsettlement are subject to a statutory four-month hold period inaccordance with applicable securities laws.
Of the shares issued pursuant to the debt settlement, 19,505,707 were issued to Graydon Kowal, the President, CEOand a director of the Corporation and to companies owned by him inorder to settle an aggregate of $1,024,049.62 in loans made by Mr.Kowal and his companies. As a result of the debt settlements, Mr.Kowal now owns, directly and indirectly, an aggregate of 89,595,792common shares in the capital of the Corporation, or 86.09% of thecommon shares of the Corporation.
The settlements of the debts of Mr. Kowal and hiscompanies are considered "Related Party Transactions" under Multilateral Instrument 61-101 – Protection of MinoritySecurity Holders in Special Transactions (“ MI 61-101 ”). The Corporation relied upon the exemptions from theminority shareholder approval and valuation requirements set out inSections 5.7(1)(a) and 5.5(a), respectively, of MI 61-101. Theretirement of debt was approved by the u nanimousresolution of the directors of the Corporation.
In the future, depending on economic or marketconditions or matters relating to the Corporation, the KowalCorporations and/or Graydon Kowal may choose to either acquireadditional securities or dispose of securities of the Corporation. Neither Graydon Kowal nor any of his companies has any presentintention to acquire additional securities of the Corporation.
The Corporation has today filed a material changereport in accordance with MI 61-101 in connection with the completionof the Transaction. A material change report regarding theTransactions was not filed 21 days before the completion of theTransaction as 21 days prior to the completion of the Transactions,completion of the Transactions was uncertain and therefore did not atthat time constitute a material change.
About Guardian ExplorationInc.
Guardian is a TSX-V listed company (GX) in the businessof oil and gas as well as mineral exploration and development. Guardian ’ s first prospect is the MountCameron Property located in the Yukon’ s Mayo Mining District. Guardian also holds mineral claims located on southern Dall Island,southeast Alaska, USA, known as the Kaigani claims, which it acquiredin February 2022.
FOR FURTHER INFORMATION, PLEASECONTACT:
Graydon Kowal
President and CEO
(403) 730-6333
Trading in thesecurities of Guardian Exploration Inc. should be considered highlyspeculative. Neither the TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this release.
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