Minnova Provides Corporate Update
Minnova Corp. Office: +1 647 985 2785
MCI:TSXV 217 Queen Street W., Suite 401
www.minnovacorp.ca Toronto, Ontario M5V 0R2
Minnova Provides Corporate Update
NOT FOR DISSEMINATION INTO THE UNITED STATES
March 7, 2025, Toronto, Ontario – Minnova Corp. (TSXV: MCI, OTC Pink: AGRDF, "Minnova”
or the “Company”), would like to provide the following corporate update.
Effective March 6, 2025, the Company has dissolved (the " Dissolution") it's wholly -owned
subsidiary, Minnova Renewable Energy Ltd. ("MRE"). The Company confirms that as a result of
the Dissolution, its sole focus will be on the exploration and development of its PL Gold Mine,
located in central Manitoba.
In connection with the Company's proposed acquisition of all of the issued and outstanding
common shares (the "DUMA Shares") of DUMA Engineering (2108) Inc. (“DUMA”), the Company
incorporated MRE, which was to be the sole shareholder of DUMA and would focus on biomass
gasification in connection with the Company 's PL Gold Mine. In connection with the proposed
transaction, on or about September 30, 2022, the Company advanced the principals of DUMA
$100,000 for 50% of the issued and outstanding DUMA Shares. From September 2022 through
January 2023, the Company and the shareholders of DUMA were negotiating the terms of the
proposed transaction, however, negotiations were terminated in January 2023 and the Company
did not proceed with the proposed transaction. To date, the Company has not received evidence
of the 50% of the DUMA Shares and due to the Company's current financial position, it is unable
to pursue legal action. H owever, the Company reserves the right to seek any legal recourse. A
submission by the Company to the TSX Venture Exchange (the " TSXV") was not made with
respect to the $100,000 advance for the initial 50% of the issued and outstanding DUMA Shares.
As such, the TSXV did not provide the Company acceptance for the proposed transaction.
Following board review of MRE and considering investment requirements and alignment with
shareholder feedback, it was determined that MRE should be dissolved and no further clean
energy investments will be made.
As of December 31, 2024, the Company reported a working capital deficiency of $1,641,159 .
Upon the reinstatement of trading of the issued and outstanding common shares (the "Common
Shares") in the capital of the Company on the TSXV, the Company intents to complete a private
placement to reduce its working capital deficiency. In addition, further to the Company's press
release of April 29, 2024, and December 19, 2024, shareholders of the Company approved a
proposed debt settlement (the " Debt Settlement ") of an aggregate of 15,999,999 Common
Shares at a price of $0.05 per Common Share to settle an aggregate of $800,000 of indebtedness
owed to certain creditors of the Company, including the settlement of the Promissory Notes (as
defined below). The Debt Settlement will significantly improve the financial position of the
Company. The completion of the Debt Settlement is anticipated to occur immediately following
trading reinstatement. The Debt Settlement remains subject to approval of the TSXV.
Minnova Corp. Office: +1 647 985 2785
MCI:TSXV 217 Queen Street W., Suite 401
www.minnovacorp.ca Toronto, Ontario M5V 0R2
Between July 12, 2022 and August 9, 2023, the Company issued unsecured interest bearing
promissory notes (the " Promissory Notes ") in the aggregate of $88,500 (the " Principal
Amount"), to Mr. Gorden Glenn, the President and Chief Executive Officer of the Company (the
"Creditor"). The Promissory Notes are payable upon receipt of a demand notice by the holder
and bear interest at an interest rate of fifteen percent (15%) per annum. The Principal Amounts
were used by the Company for general working capital purposes. As of the date hereof, there is
$80,700 Principal Amount outstanding, plus interest. The Company will convert the outstanding
Principal Amount into Common Shares as per of the Debt Settlement.
The issuance of the Promissory Notes constitutes a related party transaction within the meaning
of TSX Venture Exchange Policy 5.9 and Multilateral Instrument 61 -101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101") as the Creditor is a director and officer of
the Company. The Company is relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(b) of MI
61-101, as the Company is not listed on a specified market and the fair market value of the
Principal Amount of the Promissory Notes does not exceed more than $2,500,000. The Company
did not file a material change report more than 21 days before the issuance of the Promissory
Notes as the Company wished to close on an expedited basis.
Finally, the Company confirms that it is subject to a reinstatement review by the TSXV. The review
is ongoing and the Company will provide additional updates as they become available.
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 Gorden Glenn at 647-985-2785 or [email protected]
Visit our website at www.minnovacorp.ca
Minnova Corp. Office: +1 647 985 2785
MCI:TSXV 217 Queen Street W., Suite 401
www.minnovacorp.ca Toronto, Ontario M5V 0R2
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.