Proposed Issuance 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
PROPOSED ISSUANCE OF SHARES IN SETTLEMENT OF DEBT
January 15, 2015 – Rotation Minerals Ltd. (the “Company”) (TSX-V: ROT) announces it is entering into agreements with several creditors pursuant to which it will issue 5,302,000 shares, at a deemed price of $0.05 per share, to settle indebtedness of $265,100. A total of 3,740,600 shares are to be issued to related parties. The issuance of the shares is subject to TSX Venture Exchange.
Edward Kruchkowski, the Chief Executive Officer, President and a director of the Company, Randolph Kasum, the Chief Financial Officer and a director of the Company, and Brent Petterson, a director of the Company, will participate in the shares for debt by receiving, either directly or indirectly through their privately owned companies, 2,460,000, 1,142,000 and 138,600 shares, respectively. The participation by such officers and directors are considered “related party transactions” as defined under Multilateral Instrument 61-101 (“MI 61-101”). The transactions are exempt from the formal valuation and minority shareholder approval requirements under MI 61-101 as neither the fair market value of the shares to be issued to, nor the consideration paid by, the related parties will exceed 25% of the Company's market capitalization.
The Company expects that the proposed debt settlements will enable the Company to secure financing.
ON BEHALF OF THE BOARD OF DIRECTORS OF ROTATION MINERALS LTD.
"Randolph Kasum"
Randolph Kasum, Director
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.
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