Toronto, Ontario–(Newsfile Corp. – July 29, 2021) – Kure Technologies Inc. (TSXV: KUR.H) (the “Corporation” or “Kure”): Further to its announcement of July 21, 2021, the Corporation wishes to announce the closing of its non-brokered private placement offering of unsecured convertible debentures (the “Convertible Debentures”) issued in $1,000.00 increments which raised aggregate gross proceeds of $150,000 (the “Offering”).
The Convertible Debentures have a maturity date of two (2) years from the date of issuance and shall bear interest at a rate of 8.5% per annum, each Convertible Debenture entitles the holder to receive upon the conversion or deemed conversion thereof without payment of any further consideration one unit in the capital of the Corporation (a “Unit”) at a purchase price (the “Conversion Price”) equal to: (i) $0.15 per Unit if converted during the first 12 month period from the closing date (the “First Period”) and (ii) the greater of the Market Price (as defined in the TSXV Manual) or $0.15 per Unit if converted during any period following the end of the First Period. Each Unit shall consist of one common share in the capital of the Corporation (a “Unit Share”), with one-half of one non-transferable common share purchase warrant (each whole non-transferable common share purchase warrant being hereinafter referred to as a “Warrant”). Each whole Warrant is exercisable into one common share of the Corporation (a “Warrant Share”) to the extent exercised at any time prior to 5:00 p.m. (Toronto time) on the date that is 12 months from the Warrant issue date upon payment to the Corporation of $0.18 per Warrant Share.
The holder shall have the right, at its option, at any time prior to the maturity date to convert the principal amount (the “Principal Amount”) of any Convertible Debentures then held by the holder, in whole or in part, into Units in the capital of the Corporation pursuant to the terms thereof.
The Corporation shall have the right, upon the Corporation giving the holder 20 business days notice (the “Notice Period”), to purchase all or any part of the Principal Amount (the “Repurchase Amount”) of the Convertible Debentures. Within the Notice Period the Holder shall elect to: (i) convert the Repurchase Amount into Units of the Corporation or (ii) receive the Repurchase Amount as full or partial payment of the Principal Amount plus any accrued but unpaid interest payable thereon at the date of redemption. If the Convertible Debentures are automatically converted, any accrued but unpaid interest shall be paid in cash.
The Corporation intends to use the net proceeds of the Offering to cover the costs of its upcoming Annual General Meeting, the costs of the Offering, and for general working capital purposes.
The Offering will be subject to customary closing conditions, including the approval of the Exchange, and there is no assurance that the Corporation will complete the Offering upon the terms set out above, or at all.
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This press release contains “forward-looking information” within the meaning of applicable Canadian securities legislation. Forward-looking information includes, but is not limited to, statements with respect to the terms of the Offering, the completion of the Offering and the expected use of the net proceeds received by the Corporation. Generally, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “expects” or “does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or state that certain actions, events or results “may”, “could”, “would”, “might” or “will be taken”, “occur” or “be achieved”. Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Corporation to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; and regulatory risks. Although the Corporation has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The forward-looking information contained in this news release is expressly qualified in its entirety by this cautionary statement. The Corporation does not undertake to update any forward-looking information, except as required by applicable securities laws.
Neither the NEX Stock Exchange, the TSX Venture Exchange nor their regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.
None of the securities of Kure have been registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), or any state securities law, and may not be offered or sold in the United States or to, or for the account or benefit of, persons in the United States or “U.S. persons” (as such term is defined in Regulation S under the U.S. Securities Act) absent registration or an exemption from such registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy in the United States nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.
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