Vancouver, BC, Canada, April 22, 2026 (GLOBE NEWSWIRE) -- Big Bear Gold Corp. (TSXV: BEAR) (the "Company") announces that, further to its news release of February 19, 2026, it has now issued an aggregate of 2,476,189 common shares at a deemed price of $0.105 per share to settle aggregate debt of $260,000.
Certain directors and officers of the Company participated in the debt settlements and received an aggregate of 2,333,332 shares in consideration of the settlement of an aggregate debt of $245,000. Participation by the directors and officers constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the directors and officers does not exceed 25% of the Company's market capitalization.
All shares issued in relation to these debt settlements are subject to a hold period expiring August 22, 2026, in accordance with applicable securities laws and the policies of the TSX Venture Exchange.
A portion of the above-settled debt includes $20,000 lent to the Company by Peter Laipnieks in February 2025 to fund general working capital. The loan was interest-free, unsecured and repayable on demand. This loan transaction was a related-party transaction within the meaning of MI 61-101, in that Mr. Laipnieks is the President, CEO, and a director of the Company. The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the subject matter of, and the fair market value of the consideration for, the transaction, insofar as it involved an insider, did not exceed 25% of the Company's market capitalization.
About Big Bear Gold
Big Bear Gold Corp. is focused on acquiring and developing mineral properties with strong potential to host significant resources in Western Canada. We are looking for additional projects that are in an established mining district with highly prospective geology that could host significant resources.
ON BEHALF OF THE BOARD OF DIRECTORS
"Peter Laipnieks"
Peter Laipnieks, President & CEO
Contacts:
Big Bear Gold Corp.
Suite 900, 570 Granville Street
Vancouver, BC V6C 3P1
Investor Relations: (250) 216.5674
Email:westkam007@gmail.com
westkamgoldcorp.com or bigbeargold.com (under construction)
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 release.
Forward-looking information
All statements included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. Forward-looking statements are frequently identified by such words as "may", "will", "plan", "expect", "anticipate", "estimate", "intend" and similar words referring to future events and results. Forward-looking statements are based on the current opinions and expectations of management. These forward-looking statements involve numerous assumptions made by the Company based on its experience, perception of historical trends, current conditions, expected future developments and other factors it believes are appropriate in the circumstances. In addition, these statements involve substantial known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will prove inaccurate, certain of which are beyond the Company's control. Actual events or results may differ materially from those projected in the forward-looking statements and the Company cautions against placing undue reliance thereon.
The Company believes that the expectations reflected in forward-looking statements included herein are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included herein should not be unduly relied upon. These statements speak only as of the date hereof. The Company does not intend, and does not assumes any obligation, to revise or update these forward-looking statements, except as required by applicable law.
