SBD Capital Corp. Announces Debt Settlement

Rhea-AI Summary

SBD Capital Corp. (CSE: SBD) has announced a debt settlement plan to address an aggregate indebtedness of $158,324.92. The company intends to issue 3,166,498 common shares at a price of $0.05 per share to settle the debt. This transaction includes a related party component, with an insider set to receive 788,227 common shares. The debt settlement is subject to a four-month hold period and final acceptance from the Canadian Securities Exchange.

SBD Capital is relying on exemptions from valuation and minority shareholder approval requirements due to financial difficulties. The board of directors, excluding Mr. Chris Irwin, has approved the debt settlement. The company did not file a material change report 21 days before the closing, citing reasonable circumstances.

Positive

• Debt reduction of $158,324.92 through share issuance
• Potential improvement of company's financial position

Negative

• Dilution of existing shareholders due to issuance of 3,166,498 new common shares
• Related party transaction involving an insider receiving 788,227 shares
• Company in financial difficulty, as stated in the exemption rationale

Toronto, Ontario--(Newsfile Corp. - August 21, 2024) - SBD Capital Corp. (CSE: SBD) (the "Company") announces that it intends to settle an aggregate of $158,324.92 of indebtedness to certain creditors of the Company through the issuance of 3,166,498 common shares in the capital of the Company (the "Common Shares") at a price of $0.05 per Common Share (the "Debt Settlement"). The Common Shares issued pursuant to the debt settlement shall be subject to a four-month hold period and completion of the transaction remains subject to final acceptance of the Canadian Securities Exchange.

The Debt Settlement is constituted "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as an insider of the Company will receive an aggregate of 788,227 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement, which the Company deems reasonable.

The Debt Settlement was approved by the members of the board of directors of the Company who are independent for the purposes of the Debt Settlement, being all directors other than Mr. Chris Irwin. No special committee was established in connection with the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

For further information, please contact:

SBD Capital Corp.
Carly Burk
Secretary
Tel: (416) 361-2515
Email: cburk@irwinlowy.com

Forward-Looking Information

This news release contains certain "forward-looking information" within the meaning of applicable securities law. Forward-looking information is frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "may", "will", "would", "potential", "proposed" and other similar words, or statements that certain events or conditions "may" or "will" occur. These statements are only predictions. Forward-looking information is based on the opinions and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking information. For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company's Management's Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if circumstances or management's estimates or opinions should change, unless required by law. The reader is cautioned not to place undue reliance on forward-looking information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/220581

FAQ

What is the total debt SBD Capital Corp. (SBDCF) is settling through share issuance?

SBD Capital Corp. is settling a total debt of $158,324.92 through the issuance of common shares.

How many common shares will SBD Capital Corp. (SBDCF) issue for the debt settlement?

SBD Capital Corp. will issue 3,166,498 common shares to settle the debt.

What is the price per share for the debt settlement shares of SBD Capital Corp. (SBDCF)?

The price per share for the debt settlement is $0.05.

Is there a hold period for the shares issued in SBD Capital Corp.'s (SBDCF) debt settlement?

Yes, the common shares issued in the debt settlement are subject to a four-month hold period.

Does the debt settlement of SBD Capital Corp. (SBDCF) involve any related party transactions?

Yes, the debt settlement includes a related party transaction with an insider set to receive 788,227 common shares.