Big Bear Gold Corp. Completes Shares for Debt Settlements

About this update from Big Bear Gold Corp.

Big Bear Gold Corp. Completes Shares for Debt Settlements Vancouver, BC, Canada, April 22, 2026 (GLOBE NEWSWIRE) -- Big Bear Gold Corp. (TSXV: BEAR) (the “Company”) announces that, further to its news release of February 19, 2026, it has now issued an aggregate of 2,476,189 common shares at a deemed price of $0.105 per share to settle aggregate debt of $260,000.  Certain directors and officers of the Company participated in the debt settlements and received an aggregate of 2,333,332 shares in consideration of the settlement of an aggregate debt of $245,000.  Participation by the directors and officers constitutes a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”).  Such participation is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the securities distributed to the directors and officers does not exceed 25% of the Company's market capitalization. All shares issued in relation to these debt settlements are subject to a hold period expiring August 22, 2026, in accordance with applicable securities laws and the policies of the TSX Venture Exchange. A portion of the above-settled debt includes $20,000 lent to the Company by Peter Laipnieks in February 2025 to fund general working capital. The loan was interest-free, unsecured and repayable on demand.  This loan transaction was a related-party transaction within the meaning of MI 61-101, in that Mr. Laipnieks is the President, CEO, and a director of the Company.  The Company relied on exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(b) and 5.7(1)(a) of MI 61-101, as the Company is not listed on any of the exchanges or markets outlined in subsection 5.5(b) of MI 61-101, and the fair market value of the subject matter of, and the fair market value of the consideration for, the transaction, insofar as it involved an insider, did not exceed 25% of the Company's market capitalization. About Big Bear Gold Big Bear Gold Corp. is focused o...

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