Majesta Minerals Inc. Announces Settlement of Debt

Toronto, Ontario–(Newsfile Corp. – July 31, 2019) – Majesta Minerals Inc. (“Majesta” or the “Company“) announces that effective July 31, 2019 (the “Closing Date“) it has agreed to settle an aggregate of $85,000 of indebtedness (the “Settlement“) owing to Mr. Michael Stein, a director and Chief Executive Officer of the Company, and WFE Investments Corp. (“WFE“), a company that Mr. Stein controls and directs, in exchange for the Company issuing a convertible debenture in the principal amount of $85,000 to Mr. Stein (the “Debenture“).

The Debenture bears interest at a rate of ten percent (10%) per annum and the principal amount thereof becomes due and payable on January 31, 2021 (the “Maturity Date“). Interest on the principal amount of the Debenture shall be due in quarterly instalments on March 31, June 30, September 30 and December 31.

All or any portion of the outstanding principal amount of indebtedness or any outstanding interest payments under the Debenture will be convertible at the option of the holder into units (the “Units“) at a conversion price of $0.05 per Unit at any time prior to the Maturity Date. Each Unit will consist of one (1) common share (the “Shares“) and one (1) detachable share purchase warrant (the “Warrants“). Each Warrant shall entitle the holder thereof to acquire one (1) Share at a price of $0.06 per Share until two (2) years from the date of issuance (the “Warrant Shares“).

The Debenture and any securities issued pursuant hereto will be subject to a regulatory hold of four months and a day from the date of issuance.

Mr. Stein is an insider of the Company by virtue of his position as a director and senior officer of the Company and through his ownership of approximately 42% and 54% of the Company’s common shares on a undiluted and partially diluted basis.

The Settlement constitutes a related party transaction pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“). The Company is exempt from the formal valuation and minority approval requirements of MI 61-101 in reliance on Sections 5.5(b) and Sections 5.7(b), respectively, of MI 61-101.

For further information please contact:

Michael Stein
Chief Executive Officer
Tel: 416-410-7722

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