Vanadian Energy Announces Settlement of Debt
Vancouver, British Columbia--(Newsfile Corp. - March 11, 2026) - Vanadian Energy Corp. (TSXV: VEC.H) ("VEC" or the "Company") announces that it has received TSX Venture Exchange approval to the settlement of outstanding debt owed by the Company to various creditors in the aggregate amount of C$1,225,219 (the "Debt") through the issuance of an aggregate of 7,657,617 common shares, at a deemed price of $0.16 per share (the "Debt Settlement").
As the issuance exceeded 100% of the Company's current outstanding shares and resulted in the creation of two new Control Persons, disinterested shareholder approval was received at the Company's annual general and special meeting held on June 26, 2025.
The Debt Settlement included:
- Clive T. Johnson, a director of the Company, received 3,341,856 shares in settlement of debt of $534,697, resulting in ownership of approximately 32.49% of the outstanding shares of the Company.
- Gordon Keep, a director of the Company, through entities he controls, received 2,718,750 shares in settlement of debt of $435,000, resulting in ownership of approximately 22.88% of the outstanding shares of the Company.
The Debt Settlements with Messrs. Johnson and Keep constitute related party transactions under MI 61-101 (the "Related Party Transactions"). The Related Party Transactions are exempt from the requirement to obtain a valuation in respect thereof under MI 61-101 pursuant to section 5.5(c) of MI 61-101 as the Company is not listed on specified markets.
The Board of Directors (excluding the interested parties) approved the Debt Settlement, which is intended to strengthen the Company's balance sheet. All securities issued pursuant to the Debt Settlement will be subject to a statutory hold period of four months and one day expiring July 11, 2026.
Early Warning Disclosure
Pursuant to the Debt Settlement, that Mr. Clive Johnson acquired 3,341,856 common shares of the Company. As a result of the acquisition of common shares described above, Mr. Johnson now owns and controls 3,860,994 common shares and holds 62,500 stock options, representing 32.49% of the issued and outstanding common shares of the Company and 32.84% on a partially diluted basis. Prior to this transaction, Mr. Johnson held 519,138 common shares and 62,500 stock options of the Company.

