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Monitor Ventures Inc. (TSXV: MVI.H,OTC:AVCVF) ("Monitor" or the "Company") reports that it is settling certain outstanding shareholder loans of $100,000 by the issuance of 665,000 common shares (the "Debt Shares") each to an arms length party and a director of the Company for a total of 1,330,000 common shares of the Company at $0.075 per share (the "Debt Settlement").
The issuance of the Debt Shares to the director of the Company constitutes a "related party transaction" with the Company within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As a result, the director currently holds 65,000 shares, representing approximately 15.61% of the issued and outstanding share capital of the Company and 13.50% of the issued and outstanding share capital post-private placement, described below.
The Company has relied on the exemptions from the formal valuation and minority 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 Debt Shares is not more than 25% of the Company's market capitalization.
The Company also announces a private placement of 665,000 common shares at $0.075 each for proceeds $49,875 (the "Private Placement"). The proceeds from the Private Placement will be used to reduce its liabilities and for working capital purposes.
The Shares issued pursuant to the Debt Settlement and the Private Placement are subject to a hold period of 4 months from date of issue in accordance with the rules and policies of the TSX Venture Exchange and applicable Canadian securities laws.
The Debt Settlement and the Private Placement are subject to the receipt of all applicable regulatory approvals.
The securities offered pursuant to the Debt Settlement and Private Placement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the United States absent registration under the U.S. Securities Act and all applicable U.S. state securities laws or compliance with the requirements of exemptions therefrom. This news release shall not constitute an offer to sell or the solicitation of an offer to buy securities in the United States, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
ON BEHALF OF THE BOARD
William Radvak, President and CEO
For further information, please contact:
William Radvak, President & CEO
(778) 888 4101
billradvak@gmail.com
NEITHER THE 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 HEREIN.
Not for Distribution in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/267260
