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Champion Electric Announces Closing of Debt Settlement

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Champion Electric Metals (OTC: CHELF) settled $182,826 of debt by issuing 17,587,584 common shares at a deemed price of $0.01 per share. An insider received 16,440,000 shares, making the deal a related party transaction under MI 61-101.

The shares vest in four 25% tranches between September 22, 2026 and November 22, 2027, with transfers prohibited before vesting. Champion Electric relies on MI 61-101 valuation and minority approval exemptions, and the securities are not registered for sale in the United States.

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Positive

  • Settles $182,826 of outstanding indebtedness via share issuance
  • Implements staged vesting of new shares through November 22, 2027

Negative

  • Issues 17,587,584 new shares at $0.01, diluting existing shareholders

News Market Reaction – CHELF

-9.64%
-9.64% Session close to close

In the May 26 session, CHELF declined 9.64%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

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Toronto, Ontario--(Newsfile Corp. - May 22, 2026) - Champion Electric Metals Inc. (CSE: LTHM) OTC Pink: CHELF) (FSE: 1QB0) ("Champion Electric" or the "Company") announces that, further to its press release dated May 14, 2026, it has settled an aggregate of $182,826 in outstanding indebtedness owed to certain creditors of the Company, through the issuance of an aggregate of 17,587,584 common shares (each, a "Share") in the capital of the Company at a deemed issuance of $0.01 per Share (the "Debt Settlement").

The Shares are subject to the following contractual vesting and resale restrictions:

  • 25% of the total Shares vest and are released from restriction on September 22, 2026;
  • 25% vest and are released from restriction on January 22, 2027;
  • 25% vest and are released from restriction on May 22, 2027; and
  • 25% vest and are released from restriction on November 22, 2027.

Any sale, transfer, or other disposition of the Shares prior to the applicable vesting date is prohibited.

The Debt Settlement constitutes a "related party transaction" pursuant to Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101") as an insider received an aggregate of 16,440,000 Shares. The Company is relying on the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 contained in Section 5.5(b) and Section 5.7(1)(b) of MI 61-101, respectively, on the basis that (i) no securities of the Company are listed or quoted on any of the markets specified in Section 5.5(b) of MI 61-101 and (ii) the fair market value of the securities issued to related parties pursuant to the financing does not exceed $2,500,000, along with the other applicable circumstances contained in section 5.7(1)(b) of MI 61-101.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons as defined under applicable United States securities laws unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Champion Electric Metals Inc.

Champion Electric is a discovery-focused exploration company with copper, gold, and cobalt properties in Idaho, United States. The assets include the 100%-owned Champagne polymetallic project in Butte

County near Arco, Idaho and the Baner gold project in Idaho County (optioned to Legacy Gold Mines Ltd, TSXV: LEGY). The Company also retains significant claims in the Idaho Cobalt Belt. The Company's shares trade on the CSE under the trading symbol "LTHM", on the OTC Markets under the trading symbol "CHELF", and on the Frankfurt Stock Exchange under the symbol "1QB0".

Champion Electric strives to be a responsible environmental steward, stakeholder, and contributing citizen to the local communities where it operates, taking its social license seriously, employing local community members and service providers at its operations whenever possible.

ON BEHALF OF THE BOARD OF CHAMPION ELECTRIC

"Nicholas Konkin"
Nicholas Konkin, Interim President and CEO

To learn more, please visit the Company's SEDAR+ profile at www.sedarplus.ca or the Company's corporate website at www.champem.com.

For further information, please contact:
Phone: (+1) 416-744-9998
Email: nkonkin@champem.com

THIS PRESS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES IN ANY JURISDICTION, NOR SHALL THERE BE ANY OFFER, SALE, OR SOLICITATION OF SECURITIES IN ANY STATE IN THE UNITED STATES IN WHICH SUCH OFFER, SALE, OR SOLICITATION WOULD BE UNLAWFUL.

Cautionary Statements

Neither the Canadian Securities Exchange nor its regulation services provider has reviewed or accepted responsibility for the adequacy or accuracy of this press release. This press release may include forward-looking information within the meaning of Canadian securities legislation, concerning the business of the Company. Forward-looking information is based on certain key expectations and assumptions made by management of the Company, including closing of the Transactions and the prospectivity of the Projects for lithium. Although the Company believes that the expectations and assumptions on which such forward-looking information is based on are reasonable, undue reliance should not be placed on the forward-looking information because the Company can give no assurance that they will prove to be correct. Forward-looking statements contained in this press release are made as of the date of this press release. The Company disclaims any intent or obligation to update publicly any forward-looking information, whether as a result of new information, future events or results or otherwise, other than as required by applicable securities laws.

The Projects are at an early stage of exploration, and the Company cautions that the qualified persons who have reviewed and approved this news release have not verified scientific or technical information produced by third parties.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/298667

FAQ

What debt settlement did Champion Electric (OTC: CHELF) announce on May 22, 2026?

Champion Electric announced it settled $182,826 of outstanding debt through issuing 17,587,584 common shares at a deemed price of $0.01 per share. According to Champion Electric, this transaction eliminates specific creditor obligations while using equity instead of cash.

How many shares did Champion Electric issue in the CHELF debt settlement and at what price?

Champion Electric issued 17,587,584 common shares at a deemed issuance price of $0.01 per share to settle $182,826 of debt. According to Champion Electric, these shares were provided to certain creditors as consideration for the outstanding indebtedness.

When do the Champion Electric CHELF debt settlement shares vest and become freely tradable?

The settlement shares vest in four equal 25% tranches between September 22, 2026 and November 22, 2027. According to Champion Electric, any sale, transfer, or other disposition of the shares is prohibited before the applicable vesting and release dates.

Can the Champion Electric CHELF debt settlement shares be offered or sold in the United States?

The settlement shares cannot be publicly offered or sold in the United States without registration or an exemption. According to Champion Electric, the securities are not registered under the U.S. Securities Act of 1933 or applicable state securities laws.