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.
Forward-Looking Statements
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.