Crosswinds Holdings Inc. Announces Debt Settlement

Toronto, Ontario–(Newsfile Corp. – June 10, 2021) – Crosswinds Holdings Inc. (TSX: CWI) (the “Company“) announces that it has agreed to settle an aggregate of $273,673.40 of indebtedness owed to certain arm’s length and non-arm’s length creditors through the issuance of an aggregate of 13,683,670 common shares (“Common Shares“) of the Company at a price of $0.02 per Common Share (the “Debt Settlement“). All Common Shares issued in connection with the Debt Settlement are subject to a statutory hold period of four months plus a day from the date of issuance in accordance with applicable securities legislation.

Pursuant to the Debt Settlement, Generic Capital Corporation, a company beneficially owned and controlled by Albert Contardi, acquired 7,933,670 Common Shares of the Company. Prior to the completion of the Debt Settlement, Mr. Contardi did not beneficially own or control any Common Shares of the Company. Upon completion of the Debt Settlement, Mr. Contardi will beneficially own or control 7,933,670 Common Shares of the Company, representing approximately 34.08% of the Company’s issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Contardi may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR at www.sedar.com.

Pursuant to the Debt Settlement, Irwin Professional Corporation, a company beneficially owned and controlled by Chris Irwin, acquired 3,500,000 Common Shares of the Company. Prior to the completion of the Debt Settlement, Mr. Irwin beneficially owned or controlled 4,384,008 Common Shares of the Company, representing approximately 45.68% of the Company’s issued and outstanding Common Shares on a non-diluted basis. Upon completion of the Debt Settlement, Mr. Irwin will beneficially own or control 7,884,008 Common Shares of the Company, representing approximately 33.86% of the Company’s issued and outstanding Common Shares on a non-diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Irwin may from time to time increase or decrease his holdings of Common Shares or other securities of the Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR at www.sedar.com.

The Debt Settlement constituted a “related party transaction” as defined in Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), as insiders of the Company acquired 5,000,000 Common Shares. The Company is relying on exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(b) and 5.7(1)(e) of MI 61-101, as the Company is not listed on a specified market and the Company is in financial hardship. A material change report will be filed less than 21 days before the closing date of the debt settlement. This shorter period is reasonable and necessary in the circumstances to allow the Company to improve its financial position by reducing its accrued liabilities.

For further information, please contact:

Trumbull Fisher
Chief Executive Officer & Director
Email: trumbullgfisher@gmail.com

Caution Regarding Forward-Looking Information

This news release includes certain forward-looking statements within the meaning of applicable securities laws. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue” or the negative thereof or variations thereon or similar terminology. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements. Reference should be made to the risk factors in the Company’s most recent Annual Information Form, in the Management’s Discussion and Analysis and in our other filings with Canadian securities regulators. Additional important factors that could cause actual results to differ materially from expectations include, among other things, general economic and market factors, tax related matters, the ability of the Company to execute its strategies from time to time, the ability to make distributions to shareholders, and the receipt of any regulatory approvals or consents required from time to time.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/87257