Bolt Metals Announces Debt Settlement
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES. ANY FAILURE TO
COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS.
Bolt Metals Announces Debt Settlement
Vancouver, B.C. – May 24 , 2024 – Bolt Metals Corp. (“Bolt” or the “Company”) (CSE: BOLT) (OTCQB:
PCRCF) (XFRA: NXFE) announces it s intention to complete debt settlements with the Company’s (i)
President, CEO and Director , (ii) CFO and Director and (iii) an independent Director (together, the
“Creditors”) on account of accrued management and consulting fees in the aggregate amount of
$629,202.82 (the “Debt”). The Debt was incurred in respect of accrued fees over a period of approximately
four years. In consideration for the settlement of the Debt, the Company proposes to issue to the Creditors
a total of 1,966,258 common shares at an issue price of $0.32 per common share (the “ Debt
Settlements”). Completion of the Debt Settlements is subject to the Company receiving all necessary
approvals, including approval of the Canadian Securities Exchange (if required) and the approval of the
Company’s board of directo rs. Any securities issued in connection with the Debt Settlements will be
subject to a hold period of four months and one day.
The participation of the Creditors in the Debt Settlement constitutes a "related party transaction", as such
term is defined in Multilateral Instrument 61 -101 — Protection of Minority Shareholders in Special
Transactions ("MI 61-101"). The Company is relying on the exemption from the valuation requirement in
section 5.4 of MI 61-101 and the minority shareholder approval requirement in section 5.6 of MI 61 -101
in reliance on (respectively) section 5.5(g) of MI 61-101, as the Company is not listed or quoted on one of
the markets specified therein, and section 5.7(1)(e) of MI 61 -101, as (i) the Company is insolvent or in
serious financial difficulty , (ii) the Debt Settlement is designed to improve the financial position of the
Company, (iii) the Company is not currently subject to any of the proceedings contemplated by Section
5.5(f)(i) of MI 61-101, (iv) the Company has two directors independent of the Debt Settlement and (v) the
completion of the Debt Settlement is subject to the approval of both of the independent directors of the
Company, having determined that the foregoing criteria in (i) and (ii) are met, and that the terms of the
Debt Settlement are reasonable in the circumstances of the Company.
About Bolt Metals Corp.
Bolt Metals Corp. is a Canadian-based exploration company focused on the acquisition and development
of production -grade battery metals projects within the Asia-Pacific region, employing a vertically
integrated “minerals -to-market” strategy to leverage these assets to their fullest . Visit
https://boltmetals.com/ to find out more.
Bolt Metals Corp.
Ranjeet Sundher – President & CEO
(604) 922-8272
Steve Vanry – CFO & Director
(604) 922-8272
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be
any sale of the securities in any state in which such offer, solicitation or sale would be unlawful. The securities
being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as
amended (the "1933 Act") and may not be offered or sold to, or for the account or benefit of, persons in the
United States or "U.S. persons" (as such term is defined in Regulation S under the 1933 Act) absent
registration or an applicable exemption from the registration requirements of the 1933 Act any application
state securities laws.
Forward-Looking Information
This news release may contain statements which constitute “forward -looking information”, including
statements regarding the plans, intentions, beliefs and current expectations of the Company, its directors,
or its officers with respect to the future business activities of the Company. The words “may”, “would”,
“could”, “will”, “intend”, “plan”, “anticipate”, “believe”, “estimate”, “expect” and similar expressions, as
they relate to the Company, or its management, are intended to identify such forward-looking statements.
Forward looking statements made in this news release include, but are not limited to, the completion of the
Debt Settlements. Investors are cautioned that any such forward-looking statements are not guarantees of
future business activities and involve risks and uncertainties, and that the Company’s future business
activities may differ materially from those in the forward-looking statements as a result of various factors,
including but not limited to, availability of funds, personnel and other resources necessary to conduct
exploration or development programs, successes of the Company’s exploration efforts, availability of capital
and financing and general economic, market or business conditions. There can be no assurances that such
information will prove accurate and, therefore, readers are advised to rely on their own evaluation of such
uncertainties. Forward-looking statements contained in this news release are expressly qualified by this
cautionary statement. The Co mpany does not assume any obligation to update any forward -looking
information except as required under the applicable securities laws.
Neither the Canadian Securities Exchange nor the Canadian Investment Regulatory Organization has
reviewed this news release nor do either of them accept responsibility for the adequacy or accuracy of
this news release.