Subject: Medaro - NR for Dissemination After Market Close 6/13
Word Document
File: '\\swfile\EmailIn\20250613 111009 Attachment 20250612_MEDA_NR_Closing of Securities for Debt Transaction.docx'
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
MEDARO MINING ANNOUNCES CLOSING OF
SECURITIES FOR DEBT TRANSACTIONS
June 13, 2025, VANCOUVER, British Columbia - Medaro Mining Corp. (CSE: MEDA; FWB: 1ZY) ("Medaro" or the "Company") announces that, further to its news release dated May 30, 2025, it has closed the securities for debt settlement transactions (the "Transactions") with certain creditors who are insiders of the Company.
Pursuant to the Transactions, the Company has agreed to settle debts in the aggregate amount of $68,400 through the issuance of 684,000 units (each, a "Unit") at a deemed price of $0.10 per Unit, whereby each Unit shall be comprised of one (1) common share in the capital of the Company (each a "Share") and one (1) Share purchase warrant (each whole, being a "Warrant"). Each Warrant will be convertible into an additional Share (a "Warrant Share") at an exercise price of $0.11 per Warrant Share and will expire on the date that is two (2) years following the date of issuance (the "Expiry Date").
The Transactions constitute "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as companies controlled by an officer and a director of the Company have received the Units. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transactions are designed to improve the financial position of the Company. The Company did not file a material change report in respect of the related party transactions at least 21 days before the closing of the Transactions, which the Company deems reasonable.
The securities were issued in reliance on the "Employee, Executive Officer, Director and Consultant" exemption contained in section 2.24 of National Instrument 45-106 - Prospectus Exemptions and as such, are not subject to a restricted period on resale.
About Medaro Mining Corp.
Medaro Mining Corp. is a lithium exploration company based in Vancouver, BC. The Company owns the James Bay Pontax Project and the CYR South lithium properties in Quebec.
On Behalf of the Board of Directors
Faizaan Lalani
Interim CEO & Director
Email: info@medaromining.com
Tel: 778-837-7191
Forward Looking Information
This news release contains certain "forward-looking information" and "forward-looking statements" (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are frequently, but not always, identified by words such as "expects", "anticipates", "believes", "intends", "estimates", "potential", "possible", and similar expressions, or statements that events, conditions, or results "will", "may", "could", or" should" occur or be achieved. All statements, other than statements of historical fact, included herein, without limitation, statements relating to the debt settlement transactions, are forward-looking statements. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made and are based upon a number of assumptions and estimates that, while considered reasonable by Medaro, are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Many factors, both known and unknown, could cause actual results, performance or achievements to be materially different from the results, performance or achievements that are or may be expressed or implied by such forward-looking statements and the parties have made assumptions and estimates based on or related to many of these factors. Such factors include, without limitation, changes in general economic, market and business conditions. Readers should not place undue reliance on the forward-looking statements and information contained in this news release concerning these items. Medaro does not assume any obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by applicable securities laws.
The Canadian Securities Exchange has not reviewed, approved or disapproved the contents of this press release, and does not accept responsibility for the adequacy or accuracy of this release.
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