Dr. John Huber reports
TRIPSITTER COMPLETES DEBT SETTLEMENT
Further to Tripsitter Clinic Ltd.'s debt settlement as announced March 26, 2026, the company has settled $373,250 in liabilities through the issuance of 6,635,555 common shares of the company at a deemed price of 5.625 cents per share. The common shares issued are subject to a hold period expiring Aug. 3, 2026.
Zeeshan Khan, the company's chief financial officer, and Cabazon Capital Corp., an insider of the company, participated in the debt settlement. As insiders 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. 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 debt settlement is exempt from the formal valuation and minority shareholder approval requirements of Multilateral Instrument MI 61-101 pursuant to subsections 5.5(g) and 5.7(1)(e) of the instrument in respect of such insider participation.
The company did not file a material change report more than 21 days before the expected closing of the debt settlement because the details of the participation therein by related parties of the company were not settled until shortly prior to closing of the debt settlement and the company wished to close on an expedited basis for business reasons.
Early warning disclosure
Immediately prior to the debt settlement, Cabazon Capital, a Cayman Islands company controlled by Craig Bridgman, owned and controlled 1,128,000 common shares of the company, representing approximately 16.94 per cent of the outstanding common shares. As a result of the common shares issued to Cabazon pursuant to the debt settlement, Cabazon has ownership and control over 2,648,000 common shares of the company, representing 19.92 per cent of the issued and outstanding common shares.
Immediately prior to the debt settlement, Oregon Management FZ-LLC, a United Arab Emirates company controlled by Eric Halff, did not own and control any common shares of the company. As a result of the common shares issued to Oregon pursuant to the debt settlement, Oregon has ownership and control over 2.4 million common shares of the company, representing 18.05 per cent of the issued and outstanding common shares.
Cabazon and Oregon acquired the above-noted common shares for investment purposes. Cabazon and/or Oregon may in the future take such actions in respect of their holdings in the company as they 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 their individual holdings in the open market or in privately negotiated transactions to one or more purchasers, subject in each case to applicable securities law.
We seek Safe Harbor.
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