TORONTO, Dec. 02, 2024 (GLOBE NEWSWIRE) -- FOUNTAIN ASSET CORP. (TSXV: FA) (the "Company") is pleased to announce that it has closed the settlement of $127,500 of indebtedness through the issuance of an aggregate of 2,550,000 subordinate voting shares of the Company (the “Shares”) at a deemed price of $0.05 per Share (the "Debt Settlement"). The indebtedness was owed to Andrew Parks for his services as Chief Executive Officer of the Company. The Debt Settlement was approved by shareholders of the Company at the special meeting of shareholders held on October 30, 2024. The Shares are subject to a statutory hold period expiring on March 30, 2025
As Mr. Parks is an insider of the Company, the Debt Settlement is considered to be a “related party transaction” under Multilateral Instrument 61-101-Protection of Minority Security Holders in Special Transaction (“MI 61-101”). All of the independent directors of the Company, acting in good faith, considered the transactions and determined that the fair market value of the securities being issued to Mr. Parks and the consideration paid was reasonable. The Company has relied upon the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in section 5.5 (a) and 5.7(1) (a).
For further information with respect to the Debt Settlement, please refer to the management information circular of the Company dated as of September 30, 2024 available on SEDAR+ at www.sedarplus.ca.
About Fountain Asset Corp.
Fountain Asset Corp. is a merchant bank which provides equity financing, bridge loan services (asset back/collateralized financing) and strategic financial consulting services to companies across many industries such as marijuana, oil & gas, mining, real estate, manufacturing, retail, financial services, and biotechnology.
Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking information, which is information relating to possible events, conditions or results of operations of the Company, which are based on assumptions and courses of action and which are inherently uncertain. All information other than statements of historical fact may be forward-looking information. Forward-looking information in this press release includes, but is not limited to, statements with respect to the merchant banking services provided by the Company. These forward-looking statements reflect the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking statements are subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things, the risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated August 17, 2022 filed on SEDAR+ at www.sedarplus.ca. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise unless required by law. Although the Company believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be put on such statements due to the inherent uncertainty therein.
Neither TSX Venture Exchange Inc. nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
For further information: please contact Andrew Parks at (416) 456-7019 or visit Fountain Asset Corp.'s website at www.fountainassetcorp.com
