Canada Iron Announces Closing of Private Placement and Debt Settlement


Toronto, Ontario – (Newsfile Corp. – May 6, 2021) – Canada Iron Inc. (the “Society” Where “Canada Iron“) is pleased to announce that it has closed a non-intermediary private placement (the”Private placement“) for gross proceeds of $ 60,000. In connection with the private placement, the Company issued 13,974,122 units (“Units“) at a price of $ 0.0042937 per unit, each unit being composed of one common share (a”Ordinary share“) and a half common share purchase warrant (each whole warrant, a”To guarantee“). Each warrant confers on its holder the right to acquire one additional ordinary share (each, a”Warrant share“) at a price of $ 0.0601111 per warrant share on the earlier of the following dates: (i) five years after the closing date of the private placement and (ii) three years after the closing of the proposed business combination of the Company with Humble & Fume Inc., as previously disclosed in the Company’s press release dated February 23, 2021.

The Company also entered into a debt settlement transaction (the “Debt settlement“) with certain creditors of the Company. Pursuant to the debt settlement, the Company issued 25,153,420 units in settlement of $ 108,000 of the Company’s indebtedness.

All the securities issued within the framework of the Private Placement and the Debt Settlement are subject to a legal holding period of four months and one day.

Related party transaction

Private Placement and Debt Settlement is a “Related Party Transaction” under Multilateral Instrument 61-101 – Protection of holders of minority securities in special transactions (“MI 61-101“). However, the Private Placement and the Debt Settlement are exempt from the formal valuation requirements set out in MI 61-101 because at the time of the transaction, the Company’s securities were not listed or listed on one of the exchanges or markets specifically identified in NI 61-101 Private placement and debt settlement are exempt from the minority shareholder approval requirements set out in NI 61-101 in accordance with the financial hardship exemption, which provides for an exemption when the financial hardship criteria set out in subsection 5.5 (g) of Regulation 61-101 are met and when there is no other requirement, corporate or otherwise, to hold a meeting to obtain the ” approval of the holders of any category of securities concerned.

The Company has not filed a material change report regarding the private placement and debt settlement more than 21 days prior to the planned closing of the private placement and debt settlement, as required by NI 61-101, because (i) the Company requires the consideration it receives in connection with the private placement and debt settlement immediately for working capital purposes, and (ii) the Company wishes to settle the debt under the settlement of the debt. debt as soon as possible.

Early warning report

Prior to the private placement and debt settlement, L5 Capital Inc., a company headquartered in Vancouver, British Columbia, held 50,000,000 common shares. Pursuant to the Private Placement and Debt Settlement, L5 Capital Inc. acquired, for aggregate consideration of $ 15,000 under the Private Placement and $ 27,000 of the debt settled under the Debt Settlement , the ownership of (i) 9,781,813 common shares, which together with the common shares held prior to the private placement and debt settlement represents approximately 21.97% of the issued and outstanding common shares on an undiluted basis , and (ii) 1,746,765 warrants, which together with the common shares acquired, and assuming the full exercise of the warrants, represents approximately 22.47% of the issued and outstanding common shares on a partially diluted (assuming the exercise of convertible securities of L5 Capital Inc.). The Units acquired under the Private Placement and Debt Settlement have been acquired by L5 Capital Inc. for investment purposes, and depending on market and other conditions, it may from time to time to future increase or decrease its ownership, control or direction over the Company’s securities through market transactions, private agreements or otherwise.

Prior to the private placement and debt settlement, Jason I. Goldman Professional Corporation, a company headquartered in Toronto, Ontario, held 50,000,000 common shares. Pursuant to the Private Placement and Debt Settlement, Jason I. Goldman Professional Corporation acquired, for aggregate consideration of $ 15,000 under the Private Placement and $ 27,000 of the debt settled under the Settlement of debt, the ownership of (i) 9,781,813 common shares, which, together with the common shares held prior to the private placement and debt settlement, represent approximately 21.97% of the issued and outstanding common shares on a undiluted, and (ii) 1,746,765 warrants, which together with the common shares acquired, and assuming the full exercise of the warrants, represents approximately 22.47% of the issued and outstanding common shares on a partially diluted (assuming exercise of convertible securities of Jason I. Goldman Professional Corporation). The units acquired under the private placement and debt settlement were acquired by Jason I. Goldman Professional Corporation for investment purposes, and depending on market and other conditions, it may from time to time in the future increase or decrease its ownership, control or direction over the Company’s securities through market transactions, private agreements or otherwise.

Copies of the respective early warning reports to be filed by L5 Capital Inc. and Jason I. Goldman Professional Corporation can be obtained on the company’s SEDAR profile or by contacting Michael Lerner, CEO and CFO of the company, at 416 -869-1234.

About Canada Iron Inc.

Canada Iron Inc. is a mineral exploration company that does not currently have any activity or operation.

Caution Regarding Forward-Looking Statements

This press release contains “forward-looking statements”. Forward-looking statements can be identified by words such as: anticipate, intend, plan, aim, seek, believe, project, estimate, expect, strategy, future, probable, may, should, will and similar references at future times. Forward-looking statements are neither historical facts nor guarantees of future performance. Instead, they are based solely on our current beliefs, expectations and assumptions about the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are beyond our control. Our actual results and financial condition may differ materially from those shown in forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Forward-looking statements and information are based on certain key expectations and assumptions made by the Company.

Any forward-looking statements we make in this press release are based solely on information currently available to us and speak only as of the date on which they are made. Unless required by applicable securities laws, we do not undertake to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

On behalf of the board of directors
Michael lerner
Chief Executive Officer, Chief Financial Officer and Director
T: 416-710-4906
E: [email protected]

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/83173


Rosemary S. Bishop