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

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CALGARY, Alberta, Nov. 09, 2020 (GLOBE NEWSWIRE) -- Canadian Spirit Resources Inc. ("CSRI" or the "Corporation") (TSXV:SPI) (OTCBB:CSPUF) is pleased to announce that it has closed its previously announced non-brokered private placement offering (the "Offering") and issued 20,000,000 units of the Corporation ("Units"), at a price of $0.05 per Unit, for aggregate gross proceeds of $1,000,000 and has also completed its previously announced shares for debt transaction whereby the Corporation settled $600,000 in outstanding debt to Elmag Investments Inc. (Investissements Elmag Inc.) ("Elmag") by issuing 12,000,000 common shares in the capital of the Corporation ("Common Shares") at an issuance price of $0.05 per Common Share (the "Debt Settlement").

Each Unit consists of one Common Share and one Common Share purchase warrant (a "Warrant"). Each Warrant entitles the holder thereof to purchase one Common Share at a price of $0.08 for a period of two years after closing of the Offering. All of the Units issued under the Offering were purchased by Elmag who is an insider and control person of the Corporation.

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.

The Offering and the Debt Settlement are considered related party transactions within the meaning of TSX Venture Exchange (the "TSXV") Policy 5.9 and Multilateral Instrument 61–101 – Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Corporation has relied 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 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. Further details will be provided in the Corporation’s material change report to be filed on SEDAR.