Approval of Shares in Settlement of Debt
611 – 8th Street, P.O. Box 211 Stewart, British Columbia V0T 1W0 Telephone: (250) 636-9283 - Facsimile: (250) 636-2446
NEWS RELEASE
APPROVAL OF SHARES IN SETTLEMENT OF DEBT
February 23, 2015 – Rotation Minerals Ltd. (the “Company”) (TSX-V: ROT) is pleased to announce it has received TSX Venture Exchange approval for and closed its shares for debt of 5,302,000 common shares, at a deemed price of $0.05 per share, to satisfy debt in the amount of $265,100, as initially announced in its news release of January 15, 2015. A total of 3,740,600 shares were issued to related parties and the Company had received disinterested shareholder approval for the issuance of the shares for debt at the Company’s Annual General Meeting held on February 13, 2015.
These shares are subject to a hold period expiring June 18, 2015, except as permitted by applicable Canadian securities laws and the TSX Venture Exchange.
NATIONAL INSTRUMENT 62-103 REPORT DISCLOSURE
The Company is advised that Randolph Kasum, of 611-8th Street P.O. Box 211, Stewart, British Columbia V0T 1W0, has acquired ownership of 882,000 common shares of the Company through Greenback Ventures Ltd., at a deemed purchase price of $0.05 per share. Mr. Kasum is a director and officer of the Company and he owns 100% of the issued shares of Greenback Ventures Ltd.
Mr. Kasum owns 3,101,002 common shares of the Company and 800,000 stock options, which are exercisable until October 7, 2016 at an exercise price of $0.15 per share. Mr. Kasum's shares represent 13.38% of the Company's issued and outstanding common shares or 16.28% on a partially-diluted basis assuming the exercise of his stock options. Greenback Ventures Ltd., Ranmar Ventures Ltd., and Mr. Kasum's wife, Leigh Kasum, are deemed to be associates of Mr. Kasum pursuant to Multilateral Instrument 62-104. Greenback Ventures Ltd. owns 1,432,000 common shares of the Company, Ranmar Ventures Ltd. owns 223,000 common shares of the Company, and Mrs. Kasum owns 1,700,000 common shares of the Company. Mr. Kasum and his associates collectively own 6,456,002 common shares, representing 27.86% of the Company's issued and outstanding common shares or 30.27% on a partially diluted basis assuming the exercise of Mr. Kasum's stock options.
The Company is advised that Edward Kruchkowski, of 23 Templeside Bay N.E., Calgary, Alberta, T1Y 3L6, has acquired ownership of 2,200,000 common shares of the Company, of which 840,000 common shares were acquired through K-6 Consulting Group Ltd., at a deemed purchase price of $0.05 per share. Mr. Kruchkowski is a director and officer of the Company and he owns 100% of the issued shares of K-6 Consulting Group Ltd.
Mr. Kruchkowski owns 4,135,000 common shares of the Company and 800,000 stock options, which are exercisable until October 7, 2016 at an exercise price of $0.15 per share. Mr. Kruchkowski's shares represent 17.85% of the Company's issued and outstanding common shares or 20.59% on a partially-
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diluted basis assuming the exercise of his stock options. K-6 Consulting Group Ltd. and Mr. Kruchkowski's wife, Hopi Kruchkowski, are deemed to be associates of Mr. Kruchkowski pursuant to Multilateral Instrument 62-104. K-6 Consulting Group Ltd. owns 1,723,221 common shares of the Company and Mrs. Kruchkowski owns 66,000 common shares of the Company. Mr. Kruchkowski and his associates collectively own 5,924,887 common shares, representing 25.5% of the Company's issued and outstanding common shares or 28.06% on a partially diluted basis assuming the exercise of Mr. Kruchkowski's stock options.
For copies of the early warning reports, please contact Mr. Kruchkowski at (250) 636-9283.
ABOUT ROTATION MINERALS LTD.
Rotation Minerals Ltd. is a mineral exploration company which has options on the Scottie Gold and 4J Properties near Stewart, British Columbia.
ON BEHALF OF THE BOARD
"Edward Kruchkowski"
Edward Kruchkowski President, Chief Executive Officer and Director
Telephone: (250) 636-9283
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.