Camrova Announces Shares for Debt Settlements
TORONTO, Aug. 30, 2018 - Camrova Resources Inc. ("Camrova" or the "Company") (TSX-V: CAV; OTC: BAJFF; SSEV: CAVCL, CAVUSD) wishes to announce that it has entered into a debt conversion agreement with certain arm's length creditors and non-arm's length creditors (the “Debt Conversion Agreement”) of the Company to settle an aggregate of Cdn $146,583 of debt in consideration for the issuance of an aggregate of 1,954,440 common shares of the Company at a deemed price of Cdn $0.075 per share (the “Debt Settlement”).
The shares for debt transaction constitutes a "related party transaction" within the meaning of Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions ("MI 61-101") as insiders of the Company will receive 870,000 common shares of the Company in connection with the Debt Settlement. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101, as the fair market value of the shares for debt transaction with the insider does not exceed 25% of the market capitalization 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 in the circumstances as the Company wishes to improve its financial position by reducing its accrued liabilities.
The board and management of Camrova believe that the proposed Debt Settlement is in the best interests of the Company because it allows the Company to preserve its funds for operations.
The Debt Settlement will not create a new control person holding more than 20% of the issued and outstanding ordinary shares of the Company. The Debt Settlement is subject to the approval of the TSX Venture Exchange. The common shares issued pursuant to the Debt Settlement will be subject to a statutory four month and one day hold period.
Camrova is pleased to announce that its shares recently commenced trading on the Santiago Stock Exchange Venture ("SSEV") offering access to the Latin American Integrated Market ("MILA"), Latin America's largest stock trading platform. Camrova's shares trading on the SSEV will be denominated in Chilean pesos under the trading symbol "CAVCL" and will also be denominated in US dollars under the trading symbol "CAVUSD".
About Camrova Resources Inc.
Camrova is a Canadian mining company. Camrova owns a 7.3% interest in the Boleo copper-cobalt-zinc mine located in Baja California Sur, Mexico. The Boleo Mine is projected to annually produce approximately 30,000 metric tonnes of copper, 700 metric tonnes of cobalt and 10,500 metric tonnes of zinc sulfate. The commissioning phase of the processing plant is complete, commercial production has been declared and the operator is actively seeking solutions to improve cash flow. Camrova is working to identify and evaluate alternative project opportunities that are consistent with its technical expertise and have the potential for near-term generation of cash flow and value creation.
For further information, please contact Camrova's CFO Kris Misir at 647-632-3444 (email: kris.misir@camrovaresources.com) or Interim CEO Tom Ogryzlo at 416-271-0879 (email at info@camrovaresources.com).
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS: This press release contains forward-looking statements or forward-looking information (forward-looking statements). These statements can be identified by expressions of belief, expectation or intention, as well as those statements that are not historical fact. Forward-looking statements involve a number of risks, uncertainties and assumptions that could cause actual results or events to differ materially from those expressed or implied by the forward-looking statements. Forward-looking statements contained in this press release include the ability of the Company to obtain TSXV approval and complete the Debt Settlement Agreement. The forward-looking statements are based on our current estimates, expectations and projections, which the Company believes are reasonable as of the current date. Actual results could differ materially from those anticipated or implied in the forward-looking statements and as a result undue reliance should not be placed on forward-looking statements. Additional risks and uncertainties can be found in the Company's reporting documents filed on SEDAR (www.sedar.com), including its Management Discussion and Analysis. Forward-looking statements are given only as at the date of this press release and the Company disclaims any obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.