Bearclaw Capital Announces Private Placement

Vancouver, British Columbia, CANADA

VANCOUVER, British Columbia, March 09, 2021 (GLOBE NEWSWIRE) -- Bearclaw Capital Corp. (“Bearclaw” or the “Company”) (NEX:BRL.H) is pleased to announce a non-brokered private placement for up to 1.305,000 units of the Company at a price of $0.165 per unit for gross proceeds of up to $215,325 (the “Financing”). Each Unit will consist of one common share and one half of a share purchase warrant (a “Warrant”). Each full Warrant will entitle the holder to purchase one additional common share of the Company at a price of $0.22 per common share for a period of 12 months from closing. Proceeds of the private placement will be used for general corporate and working capital purposes.

Bearclaw is also pleased to announce that it is undertaking a shares for debt transaction in connection with the Financing, whereby Bearclaw will satisfy an aggregate of $65,175 of the Company's outstanding debts. The Company has reached an agreement with its sole outstanding creditor, who has provided services to the Company, to extinguish a portion of the Company's outstanding debts owing to him in exchange for the issuance of common shares in the capital of the Company ("Shares"). This creditor is Scott Ross, President and Director of the Company. An aggregate of 395,000 Shares at a deemed price of $0.165 per Share are proposed to be issued to Mr. Ross, representing $65,175 in full satisfaction of the amount owing for a portion of the services rendered in his capacity as the President, and for expenses paid on behalf of the Company.

The Company determined to satisfy the indebtedness with Shares in order to preserve its cash for development of its business. Issuance of the Shares is subject to approval by the TSX Venture Exchange (the "Exchange").

The shares for debt transaction involving the Mr. Ross will constitute a "related party transaction" under Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"). The Company intends to rely on the exemptions from the valuation and the minority approval requirements of MI 61-101 provided for in subsections 5.5(b) and 5.7(1)(e) of MI 61-101, respectively, as, respectively, the Company is not listed on a specified exchange and the Company is experiencing serious financial difficulty. The participation by Mr. Ross in the shares for debt transaction has been approved by directors of the Company who are independent in connection with such transaction. A material change report will be filed less than 21 days before the closing date of the this shares for debt transaction. The Company believes this shorter period is reasonable and necessary in the circumstances as the Company wishes to improve its financial position by reducing its liabilities as soon as possible.

All securities issued in connection with the Financing will be subject to a statutory hold period expiring four months and one day after closing of the Financing. Completion of the Financing is subject to a number of conditions, including, without limitation, receipt of all regulatory approvals, including approval of the NEX Exchange. None of the securities sold in connection with the Financing are registered under the United States Securities Act of 1933, as amended, and no such securities may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Bearclaw Capital Corp.

Bearclaw Capital Corp. is a Canadian public mining exploration company which was incorporated in British Columbia, Canada in 1999.

For further information, please contact:

Scott M. Ross, President
71030-3552 West 41st Avenue
Vancouver, British Columbia, V6N 4J9
Tel: 604-803-4883


Neither the TSX Venture Exchange nor its Regulatory Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Caution concerning forward-looking statements: The information in this release may contain forward-looking information under applicable securities laws which is not comprised of historical facts. This forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those implied by the forward-looking information. Forward-looking information in this news release may include statements made herein with respect to, among other things, the Company’s objectives, goals or future plans. Factors that may cause actual results to vary include, but are not limited to, inability to complete the Offering, changes in general economic conditions or conditions in the financial markets and the inability to raise additional financing, as well as those risks set out in the Company’s public disclosure documents filed on SEDAR. Readers are cautioned not to place undue reliance on this forward-looking information. The Company does not assume the obligation to revise or update this forward-looking information after the date of this release or to revise such information to reflect the occurrence of future unanticipated events except as may be required under applicable securities laws.