Champion Bear Completes Shares for Debt Transaction

Calgary, Alberta--(Newsfile Corp. - November 7, 2024) - Champion Bear Resources Ltd. (TSXV: CBA) ("Champion Bear" or the "Company") announces that it has settled and extinguished $961,673.45 of Champion Bear's outstanding debt (the "Debt") through the issuance of common shares of the Company ("Common Shares"). In accordance with settlement of Debt (the "Debt Settlement"), the Company issued 14,794,976 Common Shares at a deemed price of $0.065 per Common Share to seven creditors of the Company. The Company chose to settle and extinguish the Debt through the issuance of Common Shares to preserve cash and improve the Company's balance sheet. The Debt Settlement has been approved by the TSX Venture Exchange. The Common Shares issued pursuant to the Debt Settlement are subject to a four month hold period, which will expire on the date that is four months and one day from the date of issuance.

The Debt Settlement involved the issuance of an aggregate of 8,429,230 Common Shares to the Company's President and Chief Executive Officer representing $547,900.00 in extinguishment or the debt owing to him personally and to a holding company he controls and directs for services rendered in his capacity of President and Chief Executive Officer. An aggregate of 4,228,492 Common Shares have been issued to directors ("Related Parties") representing $274,852.00 in extinguishment of amounts loaned to the company to cover company expenses.

An aggregate of 2,000,000 Common Shares have been issued to the Company's Chief Financial Officer representing $130,000.00 in extinguishment of the debt owing to him personally and to a holding company he controls and directs for services rendered in his capacity as Chief Financial Officer. An aggregate of 137,253 Common Shares have been issued to a director representing $8,921.45 in extinguishment of the debt owing to him.

The Debt Settlement involving the Related Parties constitutes a "related party transaction" under Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions ("MI 61-101"). At the Company's Annual General Meeting on October 24, 2024, a special resolution to approve this transaction was presented and was approved by a majority of the minority (the dis-interested shareholders) at this meeting.

About Champion Bear

NEITHER TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN POLICIES OF THE TSX VENTURE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION:

This news release includes certain "forward-looking statements" under applicable Canadian securities legislation including statements relating to the benefits to be derived from the Debt Settlement. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. All statements that address future plans, activities, events, or developments that the Company believes, expects or anticipates will or may occur are forward-looking information, including statements regarding the potential development of resources and drilling plans which may or may not occur. Forward-looking statements and information contained herein are based on certain factors and assumptions regarding, among other things, , the market price of the Company's securities, metal prices, exchange rates, taxation, the estimation, timing and amount of future exploration and development, capital and operating costs, the availability of financing, the receipt of regulatory approvals, environmental risks, title disputes, failure of plant, equipment or processes to operate as anticipated, accidents, labour disputes, claims and limitations on insurance coverage and other risks of the mining industry, changes in national and local government regulation of mining operations, and regulations and other matters. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Champion Bear in any jurisdiction in which such offer, solicitation or sale would be unlawful. The securities to be offered have not been and will not be registered under the United States Securities Act of 1933, as amended, or any state securities laws and may not be offered or sold within the United States or to or for the account or benefit of a U.S. Person absent registration or an applicable exemption from the registration requirements of such Act or laws.

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