The Company has granted the Agents an option (the "Overallotment Option"), exercisable in whole or in part within 30 days of the Closing Date, to increase the size of the Offering by up to 2,400 additional Convertible Debentures for up to C$2,400,000 in additional aggregate principal amount of Convertible Debentures. If the Overallotment Option is exercised in full, the aggregate gross proceeds of the Offering will be up to C$18,400,000.
Each Convertible Debenture will be issued in the principal amount of C$1,000 and will be unsecured. The principal amount of each Convertible Debenture will be convertible into common shares of the Company ("Common Shares"), at the option of the holder at a conversion price of $0.91 (the "Conversion Price"), which represents a 30% premium to the volume-weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") for the ten consecutive trading days immediately preceding the date of the public announcement of the Offering. The Convertible Debentures will mature on the date that is 36 months from the Closing Date (the "Maturity Date"). The principal amount outstanding under each Convertible Debenture will bear interest at a fixed rate of 9.0% per annum, payable in cash, semi-annually in arrears on the last day of June and December in each year, commencing on December 31, 2026. At any time after the sixth month following the Closing Date, if the volume-weighted average trading price of the Common Shares on the TSXV for ten consecutive trading days equals or exceeds 150% of the Conversion Price then in effect, the Company will have the ...
