Canter Resources Completes Debt Settlements

Rhea-AI Summary

Canter Resources Corp. (OTC:CNRCF), a U.S.-focused critical mineral exploration company, has completed debt settlements by issuing 2.2 million common shares at $0.07 per share to settle debts totaling $154,000.

The settlement primarily involves company insiders: CEO Joness Lang received 1,450,000 shares, CFO Alnesh Mohan received 392,857 shares, and Executive Chair Warwick Smith received 357,143 shares. The shares are subject to a four-month statutory hold period, and the transaction qualified for exemptions from formal valuation and minority shareholder approval requirements under MI 61-101.

Positive

• Elimination of $154,000 in debt obligations without using cash
• Management's willingness to accept shares as payment demonstrates confidence in company

Negative

• Dilution of existing shareholders through issuance of 2.2 million new shares
• Significant portion of shares (100%) issued to company insiders

Vancouver, British Columbia--(Newsfile Corp. - July 14, 2025) - Canter Resources Corp. (CSE: CRC) (OTC Pink: CNRCF) (FSE: 6O1) ("Canter" or the "Company") a U.S.-focused critical mineral exploration company, announces that, further to its news release of July 7, 2025, it has issued an aggregate of 2,200,000 common shares (each a "Share") in the capital of the Company at a deemed price of $0.07 per Share to settle debts owing pursuant to past management, consulting, accounting and other services provided to the Company for a total amount of $154,000 (excluding goods and services tax) (the "Debt Settlements").

Joness Lang, the CEO and a director of the Company, received 1,450,000 Shares through a company he owns and operates; Alnesh Mohan, the CFO of the Company, received 392,857 Shares through a company he owns and operates; and Warwick Smith, the Executive Chair and a director of the Company, received 357,143 Shares through a company he owns and operates.

As a result, the Debt Settlements are considered a related party transaction (as defined under Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company relied upon section 5.5(b) the "Issuer Not Listed on Specified Markets" and 5.7(a) the "Fair Market Value Not More than $2,500,000" and exemptions from the formal valuation and minority shareholder approval requirements, respectively, under MI 61-101.

The Shares issued in connection with the Debt Settlements are subject to a statutory hold period of four months following the closing of the Debt Settlements in accordance with applicable securities legislation.

About Canter Resources Corp.

Canter Resources Corp. is a junior mineral exploration company advancing the Columbus Lithium-Boron Project and the Railroad Valley (RV) Lithium-Boron Project in Nevada, USA. The Company is completing a phased drilling approach at Columbus to test highly prospective brine targets at varying depths for lithium-boron enrichment and plans to leverage the Company's critical metals targeting database to generate a portfolio of high-quality projects with the aim of defining mineral resources that support the technology and domestic clean energy supply chains in North America.

On behalf of the Board of Directors.

For further information contact:

Joness Lang
Chief Executive Officer
Canter Resources Corp.
Tel: 778.382.1193
jlang@canterresources.com

For investor inquiries contact:

Kristina Pillon, High Tide Consulting Corp.
Tel: 604.908.1695
investors@canterresources.com

The Canadian Securities Exchange has neither approved nor disapproved the contents of this news release. The Canadian Securities Exchange does not accept responsibility for the adequacy or accuracy of this news release.

FORWARD-LOOKING STATEMENTS

This news release contains "forward-looking statements" within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements. Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or may contain statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "will continue", "will occur" or "will be achieved". The forward-looking information and forward-looking statements contained herein include, but are not limited to, statements regarding the Company's plans for the Project and the payments related thereto, the issuance of the Consideration Shares and the Company's expected exploration activities.

These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: requirements for additional capital; future prices of minerals; changes in general economic conditions; changes in the financial markets and in the demand and market price for commodities; other risks of the mining industry; the inability to obtain any necessary governmental and regulatory approvals; changes in laws, regulations and policies affecting mining operations; hedging practices; and currency fluctuations.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results to differ from those anticipated, estimated or intended. Accordingly, readers should not place undue reliance on any forward-looking statements or information. No forward-looking statement can be guaranteed. Except as required by applicable securities laws, forward-looking statements speak only as of the date on which they are made and the Company does not undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of securities in the United States. The securities have not been and will not be registered under 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/258775

FAQ

What is the total value of Canter Resources (CNRCF) debt settlement announced on July 14, 2025?

Canter Resources settled debts totaling $154,000 through the issuance of shares at $0.07 per share.

How many shares did Canter Resources (CNRCF) issue for the debt settlement?

Canter Resources issued a total of 2.2 million common shares to settle the outstanding debts.

Who received shares in Canter Resources (CNRCF) debt settlement?

Three company insiders received shares: CEO Joness Lang (1,450,000 shares), CFO Alnesh Mohan (392,857 shares), and Executive Chair Warwick Smith (357,143 shares).

What is the hold period for the newly issued Canter Resources (CNRCF) shares?

The shares issued are subject to a statutory hold period of four months following the closing of the Debt Settlements.

Why didn't Canter Resources (CNRCF) need minority shareholder approval for this transaction?

The company qualified for exemptions under MI 61-101 as an issuer not listed on specified markets and because the fair market value was not more than $2,500,000.