Endurance Gold Corporation (EDG -- TSX.V, "Endurance") reports that its board of directors has approved a shares-for-debt transaction (the "Debt Settlement") in which the Company would issue up to 2,500,000 common shares ("Shares") at a deemed price of $0.07 per Share to a company controlled by Robert Boyd, the Chief Executive Officer of the Company, in connection with the settlement of $175,000 in debt relating to unpaid geological consulting bills.
The Debt Settlement is conditional on both TSX Venture Exchange approval and disinterested shareholder approval. Approval of disinterested shareholders will be sought by consent resolution.
As Mr. Boyd is a director and officer of the Company, the Debt Settlement is considered to be a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). All of the independent directors of the Company, acting in good faith, considered the transaction and have determined that the fair market value of the securities being issued to Mr. Boyd and the consideration being paid is reasonable. The Company intends to rely on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(b) of MI 61-101.
Any securities to be issued by the Company pursuant to the Debt Settlement will be subject to a four month hold period which will expire on the date that is four months and one day from the date of issue.
ENDURANCE GOLD CORPORATION
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this news release.