Solvbl Solutions Inc (CSE:SOLV)
Shares Issued 80,836,397
Last Close 7/26/2021 $0.12
Tuesday July 27 2021 - News Release
Mr. Raymond Pomroy reports
SOLVBL SOLUTIONS ANNOUNCES DEBT SETTLEMENT AGREEMENTS AND ENTERS INTO MARKETING AND CONSULTING AGREEMENTS
Solvbl Solutions Inc. has settled aggregate indebtedness of $265,800 under debt settlement agreements with six creditors by issuing an aggregate of 4.43 million units of the company. In addition, the company also settled indebtedness under a debt settlement agreement with a creditor by issuing an aggregate of 500,000 common shares of the company.
The Company is also pleased to announce that it has entered into a one (1) year marketing agreement with LDJ Consulting Inc. ("LDJ"), a Toronto, Ontario-based marketing consulting company beginning in July 2021 and ending in July 2022. The Company is prepaying the marketing fees to LDJ and intends to issue 500,000 common share purchase warrants ("Warrants") to LDJ at an exercise price of $0.12 per Common Share exercisable for a period of 24 months from the date of issuance. The Warrants and the securities underlying the Warrants will all be subject to a four month and one day statutory hold period commencing on the date of issuance.
Raymond Pomroy, the Company's CEO states, "LDJ has an extensive network throughout North America, particularly among the millennial and the female demographics. Solvbl is excited to tap into the millennial and female investor groups. We look forward to working with LDJ to bring our story to these new group of investors."
The Company also entered into a one year consulting agreement with an arm's length individual for business development services, and the Company agreed to issue 500,000 Warrants at an exercise price of $0.12 per Common Share exercisable for a period of 24 months from the date of issuance. The Warrants and the securities underlying the Warrants will all be subject to a four month and one day statutory hold period commencing on the date of issuance.
Debt Settlement
For capital conservation purposes, the Company today settled aggregate indebtedness under settlement agreements with six creditors by issuing 4,430,000 Units at a price of $0.06 per Unit. Each Unit is comprised of one Common Share and one Warrant. Each Warrant is exercisable for a period of 24 months from the date of issuance at an exercise price of $0.12 per Common Share.
The Company also settled indebtedness under a settlement agreement with one creditor by issuing 500,000 Common Shares at a price of $0.08 per Common Share.
All securities issued pursuant to the debt settlement will be subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation.
Related Party Transactions
As part of the debt settlement, Raymond Pomroy ("Pomroy"), CEO of the Company has agreed to convert all existing indebtedness due to him by the Company. In exchange for settling $30,000 in debt Pomroy will receive 500,000 Units. Khurram Qureshi ("Qureshi"), CFO of the Company has agreed to convert all existing indebtedness due to him by the Company. In exchange for settling $75,000 in debt Qureshi will receive 1,250,000 Units. Alan Rootenberg ("Rootenberg"), a director of the Company has agreed to convert all existing indebtedness due to him by the Company. In exchange for settling $60,000 in debt Rootenberg will receive 1,000,000 Units.
Participation of insiders of the Company in the debt settlement is deemed to be a "related party transaction" as defined under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transactions ("MI 61-101").
Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has knowledge of any material information concerning the Company or its securities that has not been generally disclosed.
The debt settlement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) respectively, as the fair market value of the subject of, and the consideration paid in the debt settlement agreement, in each case, in relation to the interested parties, will not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. All of the independent directors of the Company, acting in good faith, considered the transactions and have determined that the fair market value of the securities being issued to insiders and the consideration being paid is reasonable.
The Company did not file a material change report more than 21 days before the expected closing of the debt settlement because the details of the insider participation, including negotiations between the Company and the creditors were not settled until closer to the closing of the debt settlement and the Company wished to close as soon as practicable for business reasons.
About Solvbl Solutions Inc.
Solvbl is an innovative cybersecurity company. The Company's mission is to empower, better, faster decisions by developing a universal standard for establishing digital record authenticity. The lead product Q by Solvbl is a proprietary software of the Company, designed to be easy to use and adopt, economically priced and provide digital record authentication at lightning fast speed. Q by Solvbl allows organizations to establish trust in their data. The Company is currently pursuing the following verticals: chain of custody for digital evidence; including, NG-911, data used in the financial sector, medical applications and critical IoT infrastructures.
We seek Safe Harbor.