NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
VANCOUVER, BC, July 8, 2025 /PRNewswire/ -- JIVA Technologies Inc. ("JIVA" or the "Company") (CSE: JIVA) (Frankfurt: WNT1) (OTCQB: PLTXF) announces that it has entered into debt settlement agreements with certain creditors of the Company (the "Creditors") pursuant to which the Company has agreed to issue to the Creditors an aggregate of 1,500,000 common shares of the Company (the "Settlement Shares") at a deemed issue price of $0.10 per Settlement Share in full and final settlement of accrued and outstanding indebtedness owing to the Creditor in the amount of $150,000 (the "Debt Settlement").
The Settlement Shares will be subject to a statutory hold period of four months from the date of issuance under applicable Canadian securities laws and the policies of the Canadian Securities Exchange, in addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside Canada.
1,000,000 of the Settlement Shares issuable pursuant to the Debt Settlement constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") as such Settlement Shares will be issued to certain officers and directors of the Company. The directors of the Company have determined that the Debt Settlement will be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 in reliance on the exemptions set forth in sections 5.5(g) and 5.7(1)(e) of MI 61-101 as at the time the Debt Settlement was agreed to, the Company's board of directors and independent directors, acting in good faith, has determined that the Company is in serious financial difficulty, the Debt Settlement is designed to improve the financial position of the company, the circumstances described in section 5.5(f) of MI 61-101 are not applicable, the terms of the Debt Settlement are reasonable in the circumstances, and there is no other requirement, corporate or otherwise, to hold a meeting to obtain any approval of the Company's shareholders.
None of the foregoing securities have been and will not be registered under the United States Securities Act of 1933, as amended (the "1933 Act") or any applicable state securities laws and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) or persons in the United States absent registration or an applicable exemption from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the foregoing securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
About JIVA Technologies
JIVA Technologies is dedicated to building niche online wellness communities and creating immersive physical environments. With a proven track record in e- commerce marketplaces, bolstered by expert UI/UX design and SEO, JIVA now focuses on joint ventures to support wellness brands in developing their online presence. The company owns and operates Bloombox Club, an online plant delivery marketplace serving the United States, Germany, the United Kingdom, Austria, the Republic of Ireland, France, Spain, and Italy, as well as The Locavore Bar and Grill, a vibrant dining and gathering destination in Squamish, BC. Recently, JIVA became a shareholder in VEG House, a leader in the plant-based space, through a share exchange agreement. Committed to e-commerce, marketing, and wellness, JIVA's mission is to cultivate online communities of like-minded consumers through education and collaboration. The company is actively pursuing joint ventures, such as the recently announced partnership with LIV3 for SugarShield, to empower wellness brands online by building their websites and managing all digital marketing.
Contact
Lorne Rapkin
Chief Executive Officer
(416) 419-1415
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the Canadian Securities Exchange) accepts responsibility for the adequacy or accuracy of this release.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements and forward-looking information (collectively, "forward-looking statements") within the meaning of applicable Canadian securities legislation. All statements other than statements of historical fact, including without limitation, statements regarding the proposed issuance of the Settlement Shares. Forward-looking statements are typically identified by words such as believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. Although the Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correct.
The Company cautions investors that any forward-looking statements by the Company are not guarantees of future results or performance, and that actual results may differ materially from those in forward looking statements as a result of various factors, including, but not limited to, the risk that the Company will not complete the issuance of the Settlement Shares to the Creditor, the state of the financial markets for the Company's equity securities, the state of the commodity markets generally, variations in the market price of any mineral products the Company may produce or plan to produce, the inability of the Company to obtain any necessary permits, consents or authorizations required, including acceptance by the Canadian Securities Exchange, for its planned activities, including the issuance of the Settlement Shares, the inability of the Company to raise the necessary capital or to be fully able to implement its business strategies, and other risks and uncertainties. All of the Company's Canadian public disclosure filings may be accessed via www.sedarplus.ca and readers are urged to review these materials.
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