POLAR RESOURCES CORPORATION - Issuance of Shares for Debt

VANCOUVER, Feb. 24 /CNW/ -- 
VANCOUVER, Feb. 24 /CNW/ - POLAR RESOURCES CORPORATION (NEX:  RSN.H) (the "Corporation") intends to issue shares of the Corporation to a
 non-arm's length parties in satisfaction of debt owed by the
 Corporation. 


The Corporation entered into a Share for Debt Agreement dated effective
 February 16, 2011 with Estevan Investments Ltd. ("Estevan") and Mr.
 Robert C. Grey to settle debt in the principal amount of $223,000.  Mr.
 Grey is a director, officer and sole shareholder of Estevan and he is
 also a director and officer of the Corporation. The Corporation has
 also entered into a Shares for Debt Agreement dated effective February
 16, 2011 with Mr. Chris Cooper and Styles Management Inc. ("Styles") to
 settle the principal amount of $63,999.90 ($60,000 plus tax). Mr.
 Cooper is a director and sole shareholder of Styles and he is also a
 director of the Corporation.


The Corporation currently has 3,609,745 common shares issued and
 outstanding.  Subject to all regulatory approvals, the Corporation
 intends to issue 1,486,667 common shares to Estevan at a price of $0.15
 per common share and 426,666 common shares to Styles, also at a price
 of $0.15 per common share. The common shares last traded at $0.20 per
 common share and the pricing of the common shares under the proposed
 transactions is based upon the Discounted Market Price for the common
 shares on the date of the agreements.


The issuance of any common shares of the Corporation is subject to any
 and all required regulatory approvals and the acceptance of the NEX and
 the TSX Venture Exchange.


The NEX or TSX Venture Exchange have not reviewed and do not accept
 responsibility for the adequacy or accuracy of this release.


Except for the historical information contained herein, this press
 release contains statements that constitute forward-looking statements,
 as defined in the Private Securities Litigation Reform Act of 1995. 
 Forward-looking statement inherently involve risks and uncertainties
 that could cause actual results to differ materially from the
 forward-looking statements.  Factors that may cause or contribute to
 such differences include, among other things, the Corporation's ability
 to close the proposed transaction.  Other risks and uncertainties
 include changes in business conditions and the economy in general,
 changes in governmental regulations, unforeseen litigation and other
 risk factors identified in the Corporation's public filings under "Risk
 Factors".  The Corporation undertakes no obligation to update these
 forward-looking statements for revisions or changes after the date of
 this press release.


On behalf of


POLAR RESOURCES CORPORATION


"Robert C. Grey"


Robert C. Grey, President


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