RSN.H

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 To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/February2011/24/c5809.html pPolar Resources Corporationbr/ Robert C. Grey, Presidentbr/ Telephone:  (604) 684-9601br/ Email:  a href="mailto:polarcorp@shaw.ca"polarcorp@shaw.ca/a/p

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