The outstanding principal amount and any accrued unpaid interest thereon is convertible any time up until the Maturity Date at the election of the holder into units of the Company (each, a "Unit") at a price per Unit of $0.12, subject to anti-dilution provisions ("Conversion Price"). Each Unit will be comprised of one Common Share and one-quarter of one share purchase warrant (each whole warrant, a "Warrant"), with each Warrant exercisable to acquire one Common Share at a price per Common Share of $0.15 for a period of 5 years from the date of closing ("Closing").The Company may choose to prepay the Debentures prior to the Maturity Date, at which point the holders may each elect, solely at the option of each holder, to be repaid in cash with an early repayment payment of 10% of the principal amount outstanding, or to convert the principal and any accrued, unpaid interest into Units at the Conversion Price.
The Company may elect to prepay the Debentures and unpaid Cash Interest and PIK Interest at any time. The Debentures will rank equally with other unsecured debt of the Company.
In connection with the Offering, the Company may pay a cash finder's fees of up to 7.5% of the gross proceeds of the Offering and issue up to such number of finder's warrants (each, a "Finder Warrant") equal to 10.0% of the gross proceeds of the Offering divided by the Conversion Price, with each Finder Warrant being exercisable to acquire one Common Share at a price of $0.12 per Common Share for a period of 5 years from the date of Closing.
The Offering is anticipated to close on or about December 8, 2023 or before, and is subject to customary closing conditions, consent of certain existing lenders and approvals of applicable securities regulatory authorities, including the NEO Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons (as defined in the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration is available.
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