SHARES FOR DEBT TRANSACTIONS Bitterroot Resources Ltd. (BTT, TSX-V) (the “Company”) announces that it has entered into debt settlement agreements (the “Debt Settlement”) with certain creditors of the Company to settle an
BITTERROOT RESOURCES LTD.
Suite 206-B, 1571 Bellevue Avenue, West Vancouver, BC, V7V 1A6
tel 604 922 1351
www.bitterrootresources.com
NEWS RELEASE
January 24, 2020
SHARES FOR DEBT TRANSACTIONS
Bitterroot Resources Ltd. (BTT, TSX-V) (the “Company”) announces that it has entered into debt
settlement agreements (the “Debt Settlement”) with certain creditors of the Company to settle an
aggregate of $475,083.15 of outstanding debt through the issuance of common shares in the capital
of the Company (the “ Common Shares ”). Pursuant to the Debt Settlement, the Company has
agreed to issue an aggregate of 3,481,365 Common Shares at a deemed issue price of $0.05 per
Common Share.
The Debt Settlement is subject to the approval of the TSX Venture Exchange (the “ Exchange”).
All securities issued in connection with the Debt Settlement will be subject to a statutory hold
period expiring on the date that is four months and one day after the date of issuance.
One of the creditors under the Debt Settlement is M.S. Carr & Associates Ltd. (“ M.S. Carr”), a
company controlled by Michael Carr, a director and officer the Company. Pursuant to the Debt
Settlement, the Company has agreed to issue 2,111,765 Common Shares, with an aggregate
deemed value of $105,588.25 to M.S. Carr to settle debt totaling $406,603.15 in respect of
management fees. There will not be a material change in the percentage of the outstanding
securities of the Company that are owned by Mr. Carr as a result of the Debt Settlement. The
participation of M.S. Carr in the Debt Settlement constitutes a “related party transaction” under
Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions
(“MI 61-101 ”). The Company intends to rely on the exemptions from the valuation and the
minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI
61-101, respectively, as the fair market value of the subject of, and the consideration paid in the
Debt Settlement, in each case, in relation to M.S. Carr, will not represent more than 25% of the
Company’s market capitalization, as determined in accordance with MI 61-101. The Debt
Settlement was unanimously approved by the disinterested members of the board of directors of
the Company.
ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY:
Michael S. Carr
Director
Contact information:
Telephone 604 922 1351
Email [email protected]
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.
FORWARD LOOKING STATEMENTS: Certain statements contained in this press release may constitute forward-
looking statements under Canadian securities legislation. Generally, forward-looking information can be identified by
the use of forward-looking terminology such as “expects” or “it is expected”, or variations of such words and phrases
or statements that certain actions, events or results “will” occur. This document contains statements about expected or
anticipated future events and/or financial results that are forward-looking in nature and as a result, are subject to certain
risks and uncertainties, such as general economic, market and business conditions, regulatory processes and actions,
technical issues, new legislation, competitive conditions, the uncertainties resulting from potential delays or changes
in plans, the occurrence of unexpected events and the Company’s ability to execute and implement its future plans.
Forward-looking statements in this press release include but are not limited to the completion of the Debt Settlement
and the approval of the Exchange. Factors that could cause actual results to differ materially from those in forward-
looking statements include that the Company does not complete all or any part of the Debt Settlement or the Company
does not receive regulatory acceptance to the Debt Settlement. Accordingly the actual events may differ materially
from those projected in the forward-looking statements. When relying on forward-looking statements to make
decisions, investors and others should carefully consider the foregoing factors and other uncertainties and should not
place undue reliance on such forward-looking statements. The Company does not undertake to update any forward
looking statements, except as may be required by applicable securities laws. For such forward-looking statements, we
claim the safe harbour for forward-looking statements within the meaning of the Private Securities Legislation Reform
Act of 1995.