VANCOUVER, BC / ACCESSWIRE / October 19, 2022 / Verisante Technology, Inc. (TSXV:VER.H)( NEX:VER.H) (the "Company") is pleased to announce it has agreed to convert certain payables owed to Creditors into common shares in the capital of the Company (the "Settlement Shares"). The Company is proposing to issue the Settlement Shares in order to preserve cash to fund future operations.
The Company has agreed to issue of 1,400,000 Settlement Shares at a deemed issuance price of $0.02 per Settlement Share valued at $28,000 plus $12,000 in cash for withholding taxes in full and final satisfaction of $1,257,850 in payables owing to the CEO for accrued salary up to September 30, 2022. Upon issuance of the Settlement Shares, the total accrued salary debt will be definitively extinguished.
The Company has agreed to issue of 400,000 Settlement Shares at a deemed issuance price of $0.02 per Settlement Share valued at $8,000 plus $2,000 in cash for withholding taxes in full and final satisfaction of $227,401 in payables owing to a former CFO for accrued salary up to September 30, 2022. Upon issuance of the Settlement Shares, the total accrued salary debt will be definitively extinguished.
The Company has agreed to issue of 1,400,000 Settlement Shares at a deemed issuance price of $0.02 per Settlement Share valued at $28,000 in full and final satisfaction of $28,000 in payables owing to the current CFO for accrued salary up to September 30, 2022. Upon issuance of the Settlement Shares, the total accrued salary debt will be definitively extinguished.
The Company has also agreed to issue a further 8,283,000 Settlement Shares at a deemed issuance price of $0.02 per Settlement Share valued at $165,660 to settle a loan of $150,000 in principal plus $15,666 of interest (10% per year) to the CEO of the Company.
In total, the Company has agreed to settle $1,678,917 of payables in exchange for 11,483,000 shares and $14,000 in cash resulting in a gain on settlement of debt of $1,435,251.
The proposed Settlement Shares are being issued to officers and a former officer of the Company. Pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), the settlement of the Debt will constitute a "related party transaction" as such officers are considered a related party to the Company. The proposed shares for debt transactions are subject to the shareholder approval requirements of MI 61-101 subsection 5.6. The price per Settlement Share is the current Market Price as defined in TSX Venture Exchange Policy 1.1.
The Settlement Shares will be issued in reliance upon certain prospectus exemptions available under Canadian securities legislation and will be subject to a four month and one day hold period from the date of issuance.
Conversion of the Debt and issuance of the Settlement Shares is subject to approval of minority shareholders and to the acceptance of the TSX Venture Exchange. There is no guarantee that such 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 the shareholders to obtain required shareholder approvals. The place and date of the special meeting will be the subject of a further announcement.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.
Company Contact:
Thomas Braun, President & CEO
Verisante Technology, Inc.
Telephone: (604) 716-5133
Email: info@verisante.com
Forward Looking Statements:
This news release may contain forward-looking statements all of which are subject to market risks, and the possibility that the Company will not be able to achieve all of its stated goals. These statements are made based upon current expectations and actual results may differ from those projected due to a number of risks and uncertainties.
SOURCE: Verisante Technology, Inc.
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