Vancouver, British Columbia, August 19, 2025 – ProAm Explorations Corporation (“ProAm”
or “the Corporation”) (TSX.V:PMX) further to its news release dated July 28, 2025, the
Corporation announces that it has completed its shares for debt with 0744350 BC Ltd., a company wholly-owned by Jason Cubitt, CEO and a Director of the Company, by extinguishing $50,000 of the $88,200 owing to 0744350 BC Ltd. through the issuance of 1,000,000 common shares of the Corporation to 0744350 BC Ltd. at a deemed value of $0.05 per common share (the “Debt Settlement”).The securities issued pursuant to the Debt Settlement will be subject to a statutory hold period expiring on December 20, 2025.
The issuance of shares to Mr. Cubitt’s wholly-owned company pursuant to the Debt Settlement
will be considered a related party transaction within the meaning of Multilateral Instrument 61-
101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). The
Company relies on exemptions from the formal valuation and minority shareholder approval
requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that Debt
Settlement with Mr. Cubitt’s wholly-owned company is below 25% of the fair market value of the
Company’s market capitalization. The Company will file a material change report in respect of the related party transactions in connection with the Debt Settlement.
On behalf of the Board of Directors of
ProAm Explorations Corporation
Jason Cubitt
Chief Executive Officer
Tel: 604-209-1658
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this news release.
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