Quebec Pegmatite and Coloured Ties Announce Debt Settlement

Rhea-AI Summary

Quebec Pegmatite Holdings Corp. (CSE: QBC) and Coloured Ties Capital (TSXV: TIE) have announced a debt settlement agreement. QPC will transfer 6,666,666 shares of Superior Mining International (TSXV: V.SUI) to Coloured Ties to settle a $1.2 million debt. This transaction is a related party transaction as defined by Multilateral Instrument 61-101 (MI 61-101) and is subject to approvals from the TSXV and the Canadian Securities Exchange. The transaction aims to improve QPC's financial position and does not require a special committee or minority shareholder approval due to specific exemptions under MI 61-101.

Positive

• QPC will settle $1.2 million debt, improving its financial position.
• Transaction does not exceed 25% of Coloured Ties' market capitalization.
• Debt Settlement will transfer shares of a listed company, Superior Mining International, providing liquidity to Coloured Ties.

Negative

• The transaction is classified as a 'related party transaction,' which may raise governance concerns.
• No special committee was established, potentially reducing oversight.
• QPC is in financial difficulty, as per MI 61-101 exemptions.

Vancouver, British Columbia--(Newsfile Corp. - May 24, 2024) - QUEBEC PEGMATITE HOLDINGS CORP. (CSE: QBC) (OTC Pink: WPNNF) ("QPC") and Coloured Ties Capital Inc. (TSXV: TIE) ("Coloured Ties"), are pleased to announce that they intend to settle an aggregate of $1,200,000 of indebtedness owed by QPC to Coloured Ties through the transfer of 6,666,666 shares of Superior Mining International Corporation (the "Superior Shares") held by QPC to Coloured Ties (the "Debt Settlement"). The Superior Shares are listed on the TSX Venture Exchange (the "TSXV") under the trading symbol V.SUI. The Debt Settlement is subject to TSXV and Canadian Securities Exchange approvals.

The Debt Settlement constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101") as Coloured Ties is a control person of QPC. QPC is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(e) of MI 61-101, as QPC is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. Coloured Ties is relying on the exemptions from valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(a) of MI 61-101, as the Debt Settlement does not exceed 25% of Coloured Ties' market capitalization.

The Debt Settlement was approved by the members of the board of directors of QPC who are independent for the purposes of the Debt Settlement, being all directors other than Mr. Mike Stier Mr. Kulwant Malhi. No special committee was established in connection with the Debt Settlement.

About Quebec Pegmatite Holdings Corp.:

Quebec Pegmatite Holdings Corp. is a North American junior mining exploration company that specializes in lithium and owns 100% of two lithium properties which properties are located in the James Bay and Mazérac regions, covering approximately 303 km². The Vieux Comptoir property is located approximately 45km east of the Patriot Battery Metals Corvette Project and 45km west of Winsome Resources, Adina project and I s under Option to Superior Mining International Corporation. See News Release dated December 7, 2022. The Mazérac property is located about 50km southwest of Val-d'Or and is located near Vision Lithium's Cadillac property and Winsome Resources' Decelles property.

ABOUT COLOURED TIES CAPITAL INC.

Coloured Ties is a publicly traded Canadian-based venture capital firm focused on early-stage investments in companies in the junior resources and break-through and disruptive technologies. Coloured Ties investment strategy is to invest early in multiple private and public companies across a variety of sectors that merit investments to advance promising ventures globally. Coloured Ties invests early stage, in promising projects where it can be the Founding or Early-Stage investor and can additionally provide investees with advisory services and access to the Company's ecosystem.

Neither the TSX Venture Exchange 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.

ON BEHALF OF QUEBEC PEGMATITE HOLDINGS CORP. AND COLOURED TIES CAPITAL INC.

Mike Stier
CEO and Director
E: mike@quebecpegmatite.com

Kal Malhi
Chief Executive Officer
E: kal@bullruncapital.ca
Ph: 604-805-4602

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/210606

FAQ

What is the value of the debt being settled between Quebec Pegmatite and Coloured Ties?

The debt being settled is valued at $1.2 million.

How many Superior Mining shares are being transferred in the debt settlement?

6,666,666 shares of Superior Mining International are being transferred.

Which stock symbols are involved in the debt settlement?

The involved stock symbols are QBC (CSE), TIE (TSXV), and V.SUI (TSXV).

Why doesn't the debt settlement require minority shareholder approval?

The transaction does not require minority shareholder approval due to specific exemptions under MI 61-101.

What approvals are needed for the debt settlement to proceed?

The debt settlement requires approvals from the TSXV and the Canadian Securities Exchange.