17:38:48 EST Fri 06 Feb 2026
Enter Symbol
or Name
USA
CA



BGX -- Black Gold Exploration Corp
Symbol BGX
Shares Issued 171,738,390
Close 2026-02-05 C$ 0.01
Market Cap C$ 1,717,384
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BGX arranges share rollback, debt settlement

2026-02-06 15:49 ET - News Release

Mr. Francisco Gulisano reports

BGX ANNOUNCES SHARE CONSOLIDATION AND SHARES FOR DEBT SETTLEMENT

BGX -- Black Gold Exploration Corp. proceeding with a consolidation of its issued and outstanding share capital on the basis of one postconsolidation common share for every 10 preconsolidation common shares. No fractional shares will be issued as any fractional share will be rounded to the nearest whole number and no cash consideration will be paid in respect of fractional shares. The consolidation is subject to final confirmation by the Canadian Securities Exchange. The effective date of the consolidation will be on or around Feb. 11, 2026. As a result of the consolidation, it is expected that the 171,738,390 common shares, which are currently issued and outstanding, will be reduced to approximately 17,173,839 common shares, subject to rounding. The company will not be changing its name or stock symbol in connection with the consolidation.

Shareholders who hold their common shares through a securities broker or other intermediary and do not have common shares registered in their name will not be required to take any measures with respect to the consolidation. Letters of transmittal with respect to the consolidation will be mailed shortly to all registered shareholders of the company. All registered shareholders who submit a duly completed letter of transmittal, along with their respective share certificate(s) representing their preconsolidation common shares to the company's transfer agent, Endeavor Trust Corp., will receive a certificate representing their postconsolidation common shares.

The company believes that the consolidation will have the effect of, among other things, increasing the interest of the financial community in the company and potentially broadening its pool of investors, improving trading liquidity, and reducing trading commissions and other transaction costs for shareholders.

Shares-for-debt settlement

The company announces that it has agreed with certain of its creditors to issue an aggregate of 1.16 million common shares to such creditors in exchange for outstanding accounts payable in the aggregate amount of $58,000 (U.S.) owing to certain creditors. The settlement shares are being issued at a price of five cents, in accordance with the policies of the Canadian Securities Exchange.

The company is completing the shares-for-debt transaction to improve its financial position by reducing its existing liabilities. All settlement shares will be subject to a four-month-and-one-day hold period. The shares-for-debt transaction remains subject to CSE acceptance. No new control person of the company will be created pursuant to the shares-for-debt transaction. The shares-for-debt transaction constitutes a related party transaction within the meaning of Multilateral Instrument 61-101, Protection of Minority Security Holders in Special Transactions, as it is anticipated that Francisco Gulisano (chief executive officer of BGX) will be issued settlement shares in connection with the debt settlement. The company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the shares-for-debt transaction with the forgoing insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101. The company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the debt settlement, which the company deems reasonable in the circumstances as the company wishes to improve its financial position by reducing its existing liabilities.

About BGX -- Black Gold Exploration Corp.

BGX is an oil and gas exploration company dedicated to creating shareholder value through the acquisition, exploration and development of oil and gas projects. BGX currently has assets in Argentina and the United States.

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