Private Placement
The Company is undertaking a non-brokered private placement of up to 110,400,000 units (each, a "Unit") at a subscription price of C$0.05 per Unit (the "Offering Price"), for aggregate gross proceeds of up to C$5,520,000. Each Unit will be comprised of one (1) subordinate voting share in the capital of the Company (each, a "SV Share") and one (1) SV Share purchase warrant (each, a "Warrant"). Each Warrant will be exercisable into one (1) SV Share (each, a "Warrant Share") at a price of $0.10 per Warrant Share for a period of 24 months. As of the date hereof, the Company has entered into a binding subscription agreement with a strategic family office, whereby such subscriber has agreed to purchase an aggregate of 82,758,620 Units under the Private Placement for aggregate gross proceeds to the Company of C$4,137,931 (the "Initial Subscription").
The Private Placement is expected to close in one or more tranches, with the first tranche expected to close on or about October 8, 2025, and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the TSX Venture Exchange (the "TSXV"). The SV Shares issued in connection with the Private Placement will be subject to a four-month statutory hold period, in accordance with applicable securities legislation.
The Company intends to use the proceeds from the Private Placement for corporate development and general working capital purposes.
Debt Restructuring
The Company also announces that it has entered into a debt settlement agreement dated September 26, 2025 (the "Debt Settlement Agreement"), with the Company's senior lender (the "Senior Lender"), pursuant to which the Company and the Senior Lender have agreed to restructure the Company's indebtedness with the Senior Lender, comprised of (i) the senior secured convertible debenture issued by the Company on November 14, 2023, in the principal amount of C$14,000,000 (the "Secured Debenture"), and (ii) certain unsecured promissory notes in the aggregate principal amount of US$3,070,000 maturing September 30, 2025 (collectively, the "Indebtedness").
Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender have agreed to satisfy C$12,526,384.88 of Indebtedness owing by the Company to the Senior Lender through the issuance of 250,527,697 Units, at the Offering Price (the "Debt Settlement"). Following completion of the Debt Settlement, C$8,480,000 principal amount of Indebtedness will remain outstanding under the Secured Debenture. Pursuant to the Debt Settlement Agreement, the Company and the Senior Lender have agreed to amend the terms of the Secured Debenture following the Debt Settlement, to provide that: (i) the Secured Debenture will be convertible into SV Shares at a conversion price of ...
