Mr. Fabio Capponi reports
SEASIF EXPLORATION INC., SHARES FOR DEBT SETTLEMENTS
Subject to receipt of TSX Venture Exchange approval, Seasif Exploration Inc. will settle the following debts of the company by the issuance of common shares of the
company.
Chief executive officer loans
The company is party to two loan agreements with the company's CEO and director Fabio Capponi.
These loans are for a total amount of $128,574, inclusive of accrued and unpaid interest. The company
has agreed to settle these shares by the issuance to Mr. Capponi of 8,571,600 common shares of
Seasif at a price of 1.5 cents per share.
Settlement of accrued expenses
The company owes accrued expenses to Mr. Capponi in the amount of $38,507.
The company has agreed to the settlement of the accrued expenses through the issuance of common
shares of the company to Mr. Capponi. Mr. Capponi will
be issued 2,567,133 accrued expenses settlement shares at a price of 1.5 cents per share.
Settlement of deferred salaries and fees
The company owes accrued salaries and fees to Mr. Capponi and to Susan Rubin, the company's
CEO and chief financial officer, respectively, in the aggregate amount of $623,984.95.
The company has agreed to the partial settlement of the deferred salaries through the issuance of
common shares of the company to each of Mr. Capponi and
Ms. Rubin to the maximum settlement amount of $5,000 for each month that the deferred salaries
have accrued, being a total settlement amount of $130,000 in the case of Mr. Capponi (leaving a
balance of $243,380 owed to him) and a total settlement amount of $128,760 in the case of Ms.
Rubin (leaving a balance of $121,844.95 owed to her). Mr. Capponi will be issued 2.6 million deferred salary settlement shares, and Ms. Rubin will be issued 2,575,200 deferred salary
settlement shares. The deferred salary settlement shares will be issued at a price of five cents per share.
The debt settlements with Mr. Capponi and Ms. Rubin are related party transactions under Policy
5.9 of the TSX Venture Exchange and Multilateral Instrument 61-101, Protection of Minority Security
Holders in Special Transactions, but are exempt from the minority approval and formal
valuation requirements of MI 61-101 as the fair market value of the shares issued to each in settlement
of these debts equals or exceeds 25 per cent of the company's market capitalization.
Mr. Capponi beneficially owns, directly or indirectly, or exercises control or direction over 8,376,915
common shares of Seasif, representing approximately 6.8 per cent of the issued and outstanding common
shares before the issue of the debt settlement shares to Mr. Capponi, accrued expenses settlement shares
and his deferred salary settlement shares. Upon the issuance of these shares, Mr. Capponi will
beneficially own, directly or indirectly, or exercise control or direction over 22,115,648 common shares
of Seasif, representing approximately 15.9 per cent of the company's issued and outstanding common
shares prior to the issuance of the October advance settlement shares and approximately 15.2 per cent of
the company's issued and outstanding common shares following the issuance of the October advance
settlement shares.
Settlement of the October advances
On Oct. 24, 2025, the company received total proceeds of $120,000 from two arm's-length private
investors, which are an interest-free demand loan. The company intends to settle the total outstanding
indebtedness owing to the two arm's-length private investors by the issuance of six million common
shares of Seasif (the October advance settlement shares) at a deemed price of two cents per share.
The debt settlement shares to Mr. Capponi, the deferred salary settlement shares and the October
advance settlement shares are subject to a four-month resale hold from their date of issuance. The
company will issue a further press release when all of the above share issuances have taken place.
About Seasif Exploration Inc.
The company's common shares are listed on the NEX board of the TSX Venture Exchange under the
symbol SAF.H. Seasif is focused on the acquisition and development of scalable precious metals
projects in premier mining jurisdictions. Seasif's wholly owned subsidiary, 5530 Nunavut Inc., which
was incorporated under the laws of Nunavut, and registered under the Business Corporations Act
(Northwest Territories) on Nov. 24, 2016, holds its interest in the Meadowbank project located in
Nunavut, Canada.
We seek Safe Harbor.
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