Inglenook Ventures Completes Share Consolidation and Shares FOR Debt Settlement
INGLENOOK VENTURES LTD.
Suite 1600 - 609 Granville Street
Vancouver, BC V7Y 1C3
Telephone: (778) 331-8505
NEWS RELEASE
INGLENOOK VENTURES COMPLETES SHARE CONSOLIDATION AND SHARES FOR
DEBT SETTLEMENT
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
Vancouver, British Columbia – March 8, 2022 – Inglenook Ventures Ltd . (the " Company" or
"Inglenook"), announces that effective March 8, 2022, it has completed a consolidation of its issued and
outstanding common shares on a 1.388:1 basis (the “ Consolidation”), and has settled $138,600 of
outstanding indebtedness with certain creditors (the “Settlement”) through the issuance of 6,930,000 post
Consolidation common shares of the Company at a deemed price of $0.02 per share.
Subsequent to the Consolidation and Settlement, the Company has 24,891,387 post Consolidation common
shares issued and outstanding.
Related Party Participation in the Settlement
The Emprise Special Opportunities Fund (2017) Limited Partnership (the “Emprise LP2017”), an insider
of the Company, participated in the Settlement . As an insider of the Company participated in this
Settlement, it is deemed to be a “related party transaction” as defined under Multilateral Instrument 61-101
– Protection of Minority Security Holders in Special Transactions (“MI 61-101”).
Neither the Company, nor to the knowledge of the Company after reasonable inquiry, a related party, has
knowledge of any material information concerning the Company or its securities that has not been generally
disclosed.
The Settlement is exempt from the formal valuation and minority shareholder approval requirements of MI
61-101 (pursuant to subsections 5.5(a) and 5.7(1)(a) in respect of such insider participation, based on a
determination that the fair market value of the participation in the Settlement by insiders did not exceed
25% of the market capitalization of the Company, as determined in accordance with MI 61-101.
The Company did not file a material change report more than 21 days before the expected closing of the
Settlement because the details of the participation therein by related parties of the Company were not settled
until shortly prior to closing of the Settlement and the Company wished to close on an expedited basis for
business reasons.
Early Warning Report
Immediately prior to the Settlement, The Emprise Special Opportunities Fund (2017) Limited Partnership
(“LP2017”) of 1600 – 609 Granville Street, Vancouver, B.C. held 3,710,374 post Consolidation common
shares of the Company, representing 20.65% of its issued and outstanding common shares as const ituted
prior to the Settlement. As of result of the Settlement, LP2017 has ownership and direction and control
over 6,110,374 post Consolidation common shares of the Company, representing 24.55% of the issued and
outstanding common shares of the Company.
- 2 -
Immediately prior to the Settlement, 685733 B.C. Ltd. (“685733”) of 1600 – 609 Granville Street,
Vancouver, B.C., a company controlled by Doug McFaul, held 1,368,876 post Consolidation common
shares of the Company, representing 7.62% of its issued and outs tanding common shares as constituted
prior to the Settlement. As of result of the Settlement, 685733 has ownership and direction and control
over 4,868,876 post Consolidation common shares of the Company, representing 19.56% of the issued and
outstanding common shares of the Company.
LP2017 and 685733 acquired the above -noted common shares for investment purposes. LP2017 and
685733 may in the future take such action in respect of its respective holdings in the Company as it may
deem appropriate in light of the circumstances then existing, including the purchase of additional securities
of the Company through open market purchases or privately negotiated transactions or the sale of all or a
portion of its respective individual holdings in the open market or in privately negotiated transactions to
one or more purchasers, subject in each case to applicable securities law.
This news release is issued in accordance with the disclosure requirements of National Instrument 62-103
– The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires
a report to be filed with the applicable securities commissions or similar regulatory authorities in Canada,
which report will contain additional information with respect to the foregoing matters (the “Early Warning
Report”). A copy of the Early Warning Report s will be filed on SEDAR under the Company’s profile at
www.sedar.com.
For more in formation please contact the Company at 778 -331-8505 or email:
On Behalf of the Board of Directors of Inglenook Ventures Ltd.
Scott Ackerman
Director
This news release include s forward -looking statements that are subject to risks and uncertainties. All statements
within, other than statements of historical fact, are to be considered forward looking. Although the Company believes
the expectations expressed in such forward-looking statements are based on reasonable assumptions, such statements
are not guarantees of future performance and actual results or developments may differ materially from those in
forward-looking statements. Factors that could cause actual results to differ materially from those in forward-looking
statements include market prices, continued availability of capital and financing, and general economic, market or
business conditions. There can be no assurances that such statements will prove accurate and, therefore, readers are
advised to rely on their own evaluation of such uncertainties. We do not assume any obligation to update any forward-
looking statements.