79North Announces Shares for Debt Transaction

NOT FOR DISSEMINATION IN THE UNITED STATES OR THROUGH U.S. NEWSWIRE SERVICES

TORONTO, Oct. 03, 2024 (GLOBE NEWSWIRE) -- 79North Inc. (CSE: JQ) (“79North” or the “Company”) announces that it has entered into a series of debt settlement agreements (the “Settlement Agreements”) for the issuance of 1,572,822 common shares in the capital of the Company (the “Shares”) at a deemed price of $0.10 per Share to certain creditors of the Company (the “Creditors”) for settlement of debts owing to the Creditors in respect of past services rendered by the Creditors at an aggregate amount of $157,282.41 (the “Shares for Debt Settlement”).

All securities to be issued in the Shares for Debt Settlement will be subject to a hold period of four months and one day from the date of issuance, under applicable securities laws in Canada.

Closing of the Shares for Debt Settlement is anticipated to take place on or about October 10, 2024 and remains subject to a number of conditions, including receipt of regulatory approvals, including the Canadian Securities Exchange.

Jon North, President, Chief Executive Officer and Director of the Company, and Carmelo Marrelli, Chief Financial Officer of the Company (is the beneficial owner of several corporations providing services to the Company (the “Marrelli Creditors”)), are “related parties” of the Company pursuant to Multilateral Instrument 61-101 – Take Over bids and Special Transactions (“M1 61-101”) and as such, entering into a Settlement Agreement is a “related party transaction” within the meaning of MI 61-101. Pursuant to the Shares for Debt Settlement, Mr. North will receive an aggregate of 325,330 Shares, and the Marrelli Creditors will receive an aggregate of 868,316 Shares. The Company is not required to obtain a formal valuation in connection with the Settlement Agreements entered into by or minority shareholder approval prior to entering into a Settlement Agreement with Mr. North or the Marrelli Creditors as the fair market value of the Shares for Debt Settlement does not exceed 25% of the Company's market capitalization in accordance with the exemptions provided for in sections 5.5(a) and 5.7(1)(a) of MI 61-101. The Company did not file a material change report in respect of the Shares for Debt Settlement on SEDAR+ less than 21 days prior to the closing of the Shares for Debt Settlement due to the fact that the Company wished to close the Shares for Debt Settlement as soon as practicable to enable it to continue its business pursuits and reduce its liabilities.

About 79North Inc.

79North is led by a team with extensive mineral exploration expertise and a track record of discoveries and exits globally. 79North is a mineral exploration company focused on the acquisition, exploration, and development of properties for the mining of gold and other minerals.

Further Information
For further information please visit www.79North.ca or contact: Jon North, President and Chief Executive Officer
Telephone: (416) 786-6348
Email: jon@79north.ca

Cautionary Note Regarding Forward-Looking Information
This news release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking statements”) within the meaning of the applicable Canadian securities legislation, including information with respect to the closing of the Shares for Debt Settlement and the satisfaction of the requisite closing conditions to the Settlement Agreements. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as “expects”, or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”, “believes” or “intends” or variations of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”, “might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. Forward-looking statements are necessarily based upon several estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to general business, economic, competitive, political, and social uncertainties, failure to satisfy conditions precedent to the Shares for Debt Settlement, including but not limited to conditions related to regulatory approvals. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 79North assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law.

The Canadian Securities Exchange has not reviewed this press release and does not accept responsibility for the adequacy or accuracy of this news release.