Xigem Technologies Announces Closing of Shares for Debt Transaction
October 20, 2023
TORONTO, ON, October 20, 2023 – Xigem Technologies Corporation (“Xigem” or the “Company”) (CSE:XIGM; FSE:VZ6), announces that pursuant to its previously announced shares for debt settlement of October 13, 2023, it has entered into debt settlement agreements with certain of its creditors (together, the “Creditors”) to issue 17,402,120 common shares (the “Settlement Shares”) to such Creditors in exchange for outstanding accounts payable totaling $522,063.60 (the “Shares for Debt Transaction”) owing to the Creditors. The Settlement Shares are being issued at a price of $0.03, in accordance with the policies of the Canadian Securities Exchange (the “CSE”). The Creditors include certain related parties of the Company, being: Brian Kalish, the CEO and a director of the Company, Igor Kostioutchenko, the CFO of the Company, and Stephen Coates, a director of the Company (collectively, the “Related Parties“), who will receive an aggregate of 6,132,216 Settlement Shares. Every other Creditor is an arm’s length party. The Company is completing the Shares for Debt Transaction to improve its financial position in an effort to support its planned future growth, and it is anticipated that the Settlement Shares will be issued on or before Friday October 20, 2023.
All Settlement Shares will be subject to a four-month and one-day hold period. No new control person of the Company will be created pursuant to the Shares for Debt Transaction.
The Shares for Debt Transaction by the Related Parties constitutes a “related party transaction” as such term is defined by Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The Company was exempt from the MI 61-101 valuation and minority approval requirements for related party transactions in connection with the Offering under sections 5.5(a) and 5.7(1)(a) of MI 61-101 as neither the fair market value (as determined under MI 61-101) of the subject matter of, nor the fair market value of the consideration for, the transaction, insofar as it involves Related Parties, exceeds 25% of the Company’s market capitalization (as determined under MI 61-101).
About Xigem Technologies Corporation
Established in Toronto, Ontario, Xigem is positioning itself to become a leading technology provider for the emerging near trillion-dollar remote economy, with software capable of improving the capacity, productivity, and overall remote operations for businesses, consumers, and other organizations. iAgent, the Company’s patented technology, FOOi, its proprietary peer-to-peer mobile payments app, and EchoDigital, a SaaS automotive shopping platform, are intended to provide organizations, businesses, and consumers with the tools necessary to thrive in a vast array of remote working, learning, shopping and treatment environments, as the Company looks to aggregate a portfolio of innovative technologies capable of disrupting traditional business models.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This news release contains “forward-looking statements” within the meaning of applicable securities laws. All statements contained herein that are not clearly historical in nature may constitute forward-looking statements.
Generally, such forward-looking information or forward-looking statements can be identified by the use of forward-looking terminology such as “likely, “plans”, “possible”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or may contain statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “will continue”, “will occur” or “will be achieved”. The forward-looking information and forward- looking statements contained herein include, but are not limited to, statements regarding: the future products and performance of the Company and the ability of the Company to continue adding innovative technologies to its portfolio.
Forward-looking information in this news release is based on certain assumptions and expected future events, namely: the Company’s ability to continue as a going concern; the continued commercial viability and growth in popularity of the Company’s applications; the Company’s ability to continue to develop and acquire revenue-generating applications; continued approval of the Company’s activities by the relevant governmental and/or regulatory authorities; the continued development of the Company’s technologies; the Company having sufficient funds to continue operations as planned; and the continued growth of the Company in general.
These statements involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including but not limited to: the potential inability of the Company to continue as a going concern; the risks associated with Software-as-a-Service (“SaaS”) and technology industries in general; increased competition in the SaaS and technology markets in general; the potential future unviability of the Company’s product offerings;; risks associated with potential governmental and/or regulatory action with respect to the Company’s activities; risks associated with a potential collapse in the value of SaaS services; risks associated with the Company’s ability to generate a profit; the inability of the Company to add innovative technologies to its portfolio; the Company not have adequate resources, financial and otherwise, as required to continue its operations as planned; and risks with respect to market demand for the Company’s products.
Readers are cautioned that the foregoing list is not exhaustive. Readers are further cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are placed will occur. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated.
Forward-looking statements contained in this news release are expressly qualified by this cautionary statement and reflect the Company’s expectations as of the date hereof and are subject to change thereafter. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, estimates or opinions, future events or results or otherwise or to explain any material difference between subsequent actual events and such forward-looking information, except as required by applicable law.
Neither the Canadian Securities Exchange nor its Market Regulator (as that term is defined in the policies of the CSE) accepts responsibility for the adequacy or accuracy of this release.
SOURCE: Xigem Technologies Corporation
On behalf of the Company:
Brian Kalish, Chief Executive Officer
For further information:
Phone: (647) 250-9824 ext.4