Canadian Spirit Resources Inc. Announces Amended Terms of Previously Announced Private Placement and Shares for Debt Transaction

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CALGARY, Alberta, Nov. 03, 2020 (GLOBE NEWSWIRE) -- Canadian Spirit Resources Inc. ("CSRI" or the "Corporation") (TSXV:SPI) (OTCBB:CSPUF) wishes to announce that, further to its press releases dated October 20, 2020 and October 9, 2020, it has revised the terms of its previously announced non-brokered private placement offering of units of the Corporation ("Units") to up to $1,600,000 (the "Offering") by amending the terms of the Units such that each Unit will now consist of one common share in the capital of the Corporation (a "Common Share") and one Common Share purchase warrant (a "Warrant"). The other terms of the Offering remain unchanged. The Offering is anticipated to close in early November 2020.

The net proceeds of the Offering will be used for various field activities and initiatives, and for general corporate purposes. All the securities issued pursuant to the Offering will be subject to a four-month restricted resale period under Canadian securities laws.

SHARES FOR DEBT

The Corporation is pleased to announce that it has agreed to a proposal with Elmag Investments Inc. (Investissements Elmag Inc.) ("Elmag") whereby the Corporation will settle $600,000 in outstanding debt to Elmag by issuing 12,000,000 Common Shares at an issuance price of $0.05 per Common Share (the "Debt Settlement"). The Corporation believes the Debt Settlement is in the best interests of the Corporation in order to preserve cash for operations.

It is anticipated that the Offering and the Debt Settlement will be related party transactions under Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101") as Elmag Investments Inc. (Investissements Elmag Inc.), an insider and control person of the Corporation, has notified the Corporation that it intends to participate in the Offering and is the holder of the Debt. The Corporation is relying on the exemptions from formal valuation and minority approval contained in section 5.5(b) and section 5.7(g), respectively, of MI 61-101. The Common Shares are only traded on the facilities of the TSX Venture Exchange (the "TSXV") and the Corporation's board of directors have unanimously determined (with Luigi Liberatore abstaining) that the Corporation meets the financial hardship requirements of Section 5.7(g) of MI 61-101, the Offering and Debt Settlement are designed to improve the financial position of the Corporation, and the terms of such transactions are reasonable in the circumstances of the Corporation.