Toronto, Ontario–(Newsfile Corp. – November 23, 2017) – FIRESTONE VENTURES INC. (TSXV: FV) (“Firestone” or the “Company“) is pleased to report that further to its press release dated October 18, 2017, and following receipt of requisite shareholder and TSX Venture Exchange approval at the November 8, 2017 annual general meeting of shareholders of the Company (the “Meeting“), Firestone completed a shares for debt transaction thereby settling the indebtedness of $380,000 owed to Bambazonke Holdings Ltd. and Geosource Resource Ltd., both being companies controlled by Dr. Keith Barron, Chairman and director of Firestone by issuance of 7,600,000 common shares of the Company (“Shares“) at a deemed price of $0.05 per Share to Dr. Barron’s designees. (the “Debt Settlement“). Following the acquisition of Shares pursuant to the Debt Settlement, as approved by disinterested shareholders at the Meeting, Mr. Barron has become a new Control Person of the Company, as such term is defined in Securities Act (Ontario).
Shares that will be acquired by Dr. Barron, pursuant to the Debt Settlement are subject to a hold period of four months and one day from the date of issuance in accordance with applicable securities legislation, and will be held for investment purposes. Depending on market and other conditions, Dr. Barron may from time to time in the future increase or decrease his ownership, control or direction over securities of the Company through market transactions, private agreements, or otherwise. The issuance of Shares to Dr. Barron and his designees pursuant to the Debt Settlement constitutes a “related party transaction” as this term is defined in Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101“). The Company relies on the exemption from valuation requirement pursuant to subsection 5.5(b) of MI 61-101, as the securities of the Company are not listed or quoted on an enumerated stock exchanges, and the Company relies on the exemption from minority approval under subsection 5.7 (b) of MI 61-101, as the securities of Company are not listed or quoted on an enumerated exchange; neither consideration received, nor the fair value of the securities distributed exceeds $2,500,000; and at least two thirds of independent directors of the Company, voted in favour of the related party transaction.
Early Warning Reports
Dr. Barron is an insider of the Company, as this term is defined in the Securities Act, (Ontario) and in satisfaction of the requirements of the National Instrument 62-104 – Take-Over Bids And Issuer Bids and National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, Early Warning Reports respecting the acquisition of Shares by Dr. Barron will be filed under the Company’s SEDAR Profile at www.sedar.com. For the purposes of this notice, the address of Dr. Barron is 1050 – 36 Toronto St. ON M5C 2C5.
For more information, please contact:
F. Carson Noel
President and Chief Executive Officer
Tel. (416) 583-1430
Chief Financial Officer
Tel. (416) 583-1430
Firestone is a junior exploration mining company engaged in the identification, evaluation, acquisition and exploration of mineral property interests, with a focus on industrial and precious metals. The Company is currently permitted to explore for zinc, silver, and lead on certain property interests in Guatemala
No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. Neither the Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
This News Release includes certain “forward-looking statements”. These statements are based on information currently available to the Company and the Company provides no assurance that actual results will meet management’s expectations. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results relating to, among other things, results of exploration, project development, reclamation and capital costs of the Company’s mineral properties, and the Company’s financial condition and prospects, could differ materially from those currently anticipated in such statements for many reasons such as: changes in general economic conditions and conditions in the financial markets; changes in demand and prices for minerals; litigation, legislative, environmental and other judicial, regulatory, political and competitive developments, including legislative changes in royalties instituted by the Republic of Guatemala and applicable municipalities; technological and operational difficulties encountered in connection with the activities of the Company; and other matters discussed in this news release. This list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company’s forward looking statements. The Company does not undertake to update any forward-looking statement that may be made from time to time by the Company or on its behalf, except in accordance with applicable securities laws.
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