Captiva Verde to issue 27 million shares for debt
2021-12-21 20:34 ET - News Release
Mr. Jeff Ciachurski reports
CAPTIVA ANNOUNCES SHARES FOR DEBT SETTLEMENT
Captiva Verde Wellness Corp. has entered into two shares for debt agreements to settle debt with common shares of the company. Pursuant to the shares for debt settlement, the company proposes to issue a total of 27 million common shares to two debt holders.
Trade payable debt
The first debt settlement is with an arm's length party to settle $60,000 of trade payable debt the company incurred in connection with the company's land and buildings located in New Brunswick. The trade payable debt is being settled at a deemed price of five cents per common share resulting in a total of 1.2 million common shares being issued to settle the trade payable debt in full. The trade payable debt shares will be subject to a statutory hold period of four months plus one day from the date of issuance.
Greenbriar debt
On Aug. 10, 2020, the company entered into an option and joint venture agreement with Greenbriar Capital Corp. with respect to the company's right to earn a 50-per-cent net profits interest in the Tehachapi property.
In connection with the option and joint venture agreement, Greenbriar financed certain permitting and development costs for the Sage Ranch project (Tehachapi property) on behalf of Captiva resulting in a trade payable owing from Captiva to Greenbriar in the amount of $1,971,000.
Captiva is settling $1.29-million of the Greenbriar debt through a shares for debt settlement pursuant to which Captiva will issue to Greenbriar a total of 25.8 million common shares at a deemed price of five cents per common share.
Captiva expects that the remainder of the Greenbriar debt (being $681,000) will be evidenced by a promissory note issued by Captiva to Greenbriar. It is expected that the promissory note will accrue interest at the rate of 8 per cent per annum and will have a term of 24 months.
Greenbriar and Captiva are non-arms'-length parties as Captiva and Greenbriar have common directors and officers.
Greenbriar currently holds 10,687,500 Captiva common shares. As a result of the issuance of the Greenbriar debt shares, Greenbriar expects to hold 19.99 per cent of the number of common shares Captiva has issued and outstanding. The Greenbriar debt shares will be subject to a statutory hold period of four months plus one day from the date of issuance and the issuance of the Greenbriar debt shares is subject to the approval of the TSX Venture Exchange (the stock exchange that Greenbriar is listed on).
We seek Safe Harbor.
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