Spirit Blockchain Capital Inc. (CSE: SPIR) (“Spirit Blockchain” or the “Company“), a leader in digital asset and blockchain investment, is pleased to announce that further to its press releases dated March 5 and June 4, 2025, it has issued an aggregate of 4,435,417 common shares of the Company (“Common Shares“) in lieu of cash compensation for services provided to the Company by certain directors, officers and consultants of the Company (the “Shares for Services Transactions“).
The Company settled an aggregate of $300,875 owing to various service providers of the Company by the issuance of an aggregate of 3,625,000 Common Shares at a price of $0.083 per Common Share. The Company has also settled an aggregate of $50,000 owing to an arm’s length consultant of the Company through the issuance of an aggregate of 291,667 Common Shares at a deemed price of $0.06 per Common Share, 218,750 Common Shares at a deemed price of $0.08 per Common Share and 300,000 Common Shares at a deemed price of $0.05 per Common Share. The Common Shares were issued in lieu of cash payments for services previously rendered to the Company pursuant to consulting and employment agreements whereby the service providers provided various services to the Company throughout 2023, 2024 and 2025.
The Common Shares issued pursuant to the Shares for Services Transactions will be subject to a hold period expiring four months and one day following the date of issuance, and the issuance remains subject to there being no objection from the Canadian Securities Exchange and compliance with applicable securities laws.
A portion of the Shares for Services Transaction constitutes a “related party transaction” as defined under Multilateral Instrument 61-101 – Protection of Minority Security holders in Special Transactions (“MI 61-101“) as Common Shares were issued to certain directors and officers as follows in connection with settlement of amounts payable to them as follows: Raymond O’Neill, Chairman and a director of the Company, was issued 650,000 Common Shares in settlement of $53,950 in outstanding fees; Lewis Bateman, CEO and a director of the Company, was issued 1,050,000 Common Shares in settlement of $87,150 in outstanding fees and Yves La Rose, a director of the Company, was issued 250,000 Common Shares in settlement of $20,750 in outstanding fees (collectively, the “Related Parties“). The issuance of Common Shares to the Related Parties pursuant to the Shares for Services Transactions is exempt from the minority approval and formal valuation requirements of MI 61-101 pursuant to subsections 5.5(a) and 5.7(1)(a) of MI 61-101.
None of the securities to be issued in connection with the Shares for Services Transactions have been or will be registered under the United States Securities Act of 1933, as amended (the “1933 Act“), and none may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act.
