Champion Bear completes shares for debt transaction



Mr. Richard Kantor reports

Champion Bear Resources Ltd. has settled and extinguished $528,445.97 of Champion Bear's outstanding debt through the issuance of common shares of the company. In accordance with settlement of debt, the company issued 3,522,972 common shares at a deemed price of 15 cents per common share to eight creditors of th e company. Included among those exchanging their debt for Common Shares is Champion Bear's driller, Distinctive Drilling, and Jessica Borysenko, P. Geol., who has provided services in relation to the company's Eagle Rock property. The Company chose to settle and extinguish the Debt through the issuance of Common Shares to preserve cash and improve the Company's balance sheet. The Debt Settlement was approved by the TSX Venture Exchange on April 13, 2020. The Common Shares issued pursuant to the Debt Settlement are subject to a four month hold period, which will expire on the date that is four months and one day from the date of issuance.

The Debt Settlement involved the issuance of an aggregate of 2,206,232 Common Shares to certain directors and officer and/or companies controlled and directed by such directors and officers (collectively, the "Related Parties"). In particular, an aggregate of 1,000,000 Common Shares have been issued to the Company's Chairman and President representing $150,000 in partial extinguishment of the aggregate amount of $1,266,069.66 owing to him personally; an aggregate of 200,000 Shares have been issued to the Company's Chief Financial Officer representing $30,000 in extinguishment of the debt owing to him personally and to a holding company he controls and directs for services rendered in his capacity as Chief Financial Officer; and an aggregate of 116,740 Shares have been issued to two directors representing an aggregate of $17,511.07 in extinguishment of the debt owing to them and/or holding companies they control for consulting services rendered.

The Debt Settlement involving the Related Parties constitutes a "related party transaction" under Multilateral Instrument 61-101 -- Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company has relied on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(a) and 5.7(a) of MI 61-101, respectively, as the fair market value of the subject of, and the consideration paid in the Debt Settlement, in relation to the interested parties, does not represent more than 25% of the Company's market capitalization, as determined in accordance with MI 61-101. The participation by the Related Parties in the Debt Settlement has been approved by directors of the Company who are independent in connection with such transactions.

About Champion Bear Champion Bear is a mineral exploration company focused exclusively on the historically prospective regions of Ontario. The Company's primary targets are platinum group metals, precious metals, and polymetallic base metals deposits. Champion Bear's aim is to create shareholder value through selective property acquisition followed by focused exploration emphasizing drilling. The Company has assembled a large land position in the Dryden and Sudbury areas, totaling over 16,000 hectares.