Minnova Provides Update on Proposed Debt Settlement
Minnova Corp. Office: +1 647 985 2785
MCI:TSXV 217 Queen Street W., Suite 401
www.minnovacorp.ca Toronto, Ontario M5V 0R2
Minnova Provides Update on Proposed Debt Settlement
NOT FOR DISSEMINATION INTO THE UNITED STATES
December 19, 2024, Toronto, Ontario – Minnova Corp. (TSXV: M CI, OTC Pink: AGRDF ,
"Minnova” or the “Company”), announces that, further to its press release of April 29, 2024, it
intends to settle an aggregate of $800,000 of indebtedness to certain creditors of the Company
through the issuance of an aggregate of 15,999,999 common shares in the capital of the Company
(the "Common Shares") at a price of $0.05 per Common Share (the "Debt Settlement").
The Company owes Mr. Gorden Glenn, the President and Chief Executive Officer of the Company
an aggregate of $708,542 (the "Glenn Debt"). The Company and Mr. Glenn have agreed, subject
to the receipt of shareholder approval and the approval of the TSX Venture Exchange (the
"TSXV"), to allow for the conversion of the Glenn Debt into 14,170,835 Common Shares. In the
event that the Glenn Debt is convert into Common Shares, Mr. Glenn’s holdings, together with
Mr. Glenn's current holdings, of Common Shares will be approximately 19,441,575 Common
Shares, representing approximately 22.48% of the issued and outstanding Common Shares. The
settlement of the Glenn Debt will result in the creation of a new "Control Person" (as such term is
defined in the policies of the TSXV Corporate Finance Manual) and, is subject to shareholder
approval pursuant to the policies of the TSXV.
The Debt Settlement remains subject to receipt of all necessary corporate and regulatory
approvals, including the approval of the TSXV and disinterested shareholder approval which it
will be seeking at its upcoming annual and special shareholder meeting being held on January
22, 2025.
All securities issued in connection with the Debt Settlement will be subject to a statutory hold
period of four months plus a day from the date of issuance in accordance with applicable securities
legislation.
The Debt Settlement is constituted “related party transactions” as defined in Multilateral
Instrument 61-101 – Protection of Minority Securityholders in Special Transactions (“MI 61-101”),
as certain insiders of the Company will receive an aggregate of 14,299,999 Common Shares. The
Company is relying on the exemptions from the valuation approval requirements of MI 61 -101
contained in section 5.5(b) of MI 61-101 as the securities of the Corporation are only listed on the
TSXV. Completion of the Debt Settlement is subject to the minority approval requirement of MI
61-101 and will require the approval of shareholders, excluding any votes attached to the
Common Shares held by Messrs. Glenn and Irwin (and any related parties of Messrs. Glenn and
Irwin and any persons acting jointly or in concert with Messrs. Glenn and Irwin or related parties
of Messrs. Glenn and Irwin)
Minnova Corp. Office: +1 647 985 2785
MCI:TSXV 217 Queen Street W., Suite 401
www.minnovacorp.ca Toronto, Ontario M5V 0R2
The Debt Settlement was approved by the members of the board of directors of the Company
who are independent for the purposes of the Debt Settlement, being all directors other than Mr.
Gorden Glenn and Mr. Chris Irwin. No special committee was established in connection with the
Debt Settlement, and no materially contrary view or abstention was expressed or made by any
director of the Company in relation thereto.
About Minnova Corp.
Minnova Corp. i s focused on the restart of its PL Gold Mine, which included completion of a
Positive Feasibility Study in 2018. The study concluded the restart of the PL Mine, at an average
annual production rate of 46,493 ounces over a minimum 5- year mine life, was economically
robust. Importantly the global resource remains open to expansion, as does the reserve. The PL
Gold Mine benefits from a short pre -production timeline forecast at 15 months, a valid
underground mining permit (Environment Act 1207E), an existing 1,000 tpd processing plant, over
7,000 meters of developed underground ramp to - 135 metres depth. The project is fully road
accessible and close to existing mining infrastructure in the prolific Flin Flon Greenstone Belt of
Central Manitoba.
For more information please contact:
Minnova Corp.
Gorden Glenn
President & Chief Executive Officer
For further information, please contact Investor Relations at 647-985-2785 or
Visit our website at www.minnovacorp.ca
Forward Looking Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward
looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”,
“estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or
conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions
and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and
other factors that could cause actual events or results to differ materially from those projected in the forward-looking information.
For a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the
Company’s Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking
information if circumstances or management’s estimates or opinions should change, unless required by law. The reader is
cautioned not to place undue reliance on forward-looking information.
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.