Grizzly Announces Closing of Debt Settlement Agreement

Rhea-AI Summary

Grizzly Discoveries (OTCQB: GZDIF) has successfully closed a debt settlement agreement with APEX Geoscience Ltd. to resolve $500,000 in outstanding accounts payable. The settlement includes:

- Issuance of 8,333,334 Units at $0.03 per unit to APEX, each comprising one common share and one purchase warrant

- A $250,000 promissory note with 5% annual simple interest, payable semi-annually until May 15, 2027

The warrants allow purchase of additional common shares at $0.05, expiring May 15, 2027. Trading restrictions on shares apply until September 16, 2025. Interest payments may be made in common shares at the company's discretion, subject to TSX Venture Exchange approval.

Positive

• Reduction of $500,000 in accounts payable through equity and debt restructuring
• Favorable 5% interest rate on the promissory note
• Option to pay interest in shares, preserving cash flow
• Extended payment terms until May 2027 providing financial flexibility

Negative

• Significant shareholder dilution through issuance of 8,333,334 units
• Additional potential dilution from warrant exercises and interest payments in shares
• Increased debt burden through $250,000 promissory note

Edmonton, Alberta--(Newsfile Corp. - May 16, 2025) - Grizzly Discoveries Inc. (TSXV: GZD) (FSE: G6H) (OTCQB: GZDIF) ("Grizzly" or the "Company") is pleased to announce that it has closed on an agreement to settle $500,000 in outstanding accounts payable debt to APEX Geoscience Ltd. ("APEX"), the Company's primary geological contractor, originally announced on April 28, 2025. Upon closing, the Company issued 8,333,334 Units of the Company to APEX (the "APEX Units") and a promissory note to a private corporation controlled by a principal of APEX with a principal amount of $250,000 bearing simple interest at 5% per annum, payable semi-annually, and maturing on May 15, 2027 (the "Note").

Each APEX Unit was issued at a deemed price of $0.03 per APEX Unit and consisted of one common share of the Company ("Common Share") and one Common Share purchase warrant entitling the warrant holder to purchase an additional Common Share for $0.05 and expiring on May 15, 2027. The Common Shares and any Common Shares issuable upon exercise of the Warrants are subject to restrictions on trading until September 16, 2025 in accordance with the policies of the TSX Venture Exchange.

On April 28, 2025, the Company announced that it had entered into an agreement (the "Agreement") with APEX Geoscience Ltd., the Company's primary geological contractor, to settle $500,000 in outstanding accounts payable, incurred for prior exploration of the Company's mineral properties. The Agreement stipulates the extinguishment of $500,000 in accounts payable owing by the Company to APEX by the issuance of the APEX Units to APEX and the Note to a private corporation controlled by a principal of APEX.

The interest on the Note shall be calculated on the principal amount only (simple interest) and, under the terms of the Agreement, may be paid by the Company, at the Company's option, in Common Shares to the Holder at the Discounted Market Price (as defined by the policies of the TSX Venture Exchange) on the interest payment date.

Any interest payments to be made in Common Shares are subject to acceptance of the TSX Venture Exchange.

ABOUT GRIZZLY DISCOVERIES INC.

Grizzly is a diversified Canadian mineral exploration company with its primary listing on the TSX Venture Exchange focused on developing its approximately 72,700 ha (approximately 180,000 acres) of precious and critical minerals properties in southeastern British Columbia. Grizzly is run by a highly experienced junior resource sector management team, who have a track record of advancing exploration projects from early exploration stage through to feasibility stage.

On behalf of the Board,

GRIZZLY DISCOVERIES INC.
Brian Testo, CEO, President

Suite 363-9768 170 Street NW
Edmonton, Alberta T5T 5L4

For further information, please visit our website at www.grizzlydiscoveries.com or contact:

Nancy Massicotte
Corporate Development
Tel: 604-507-3377
Email: nancy@grizzlydiscoveries.com

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/252347

FAQ

What is the structure of Grizzly Discoveries' (GZDIF) debt settlement agreement with APEX?

The settlement includes 8,333,334 Units at $0.03 per unit (comprising shares and warrants) and a $250,000 promissory note at 5% annual interest, maturing May 15, 2027.

How many shares did GZDIF issue in the debt settlement and at what price?

Grizzly issued 8,333,334 Units at $0.03 per unit, with each unit containing one common share and one purchase warrant exercisable at $0.05.

What are the terms of GZDIF's promissory note in the debt settlement?

The $250,000 promissory note bears 5% simple interest annually, payable semi-annually until May 15, 2027, with the option to pay interest in shares.

When do the trading restrictions on GZDIF's newly issued shares expire?

The trading restrictions on the new shares expire on September 16, 2025, in accordance with TSX Venture Exchange policies.

What is the exercise price and expiry date for GZDIF's warrants issued in the settlement?

The warrants have an exercise price of $0.05 per share and expire on May 15, 2027.