Fintech
Tenet Amends Terms of Brokered Private Placement
Toronto, Ontario–(Newsfile Corp. – April 24, 2023) – Tenet Fintech Group Inc. (CSE: PKK) (OTC Pink: PKKFF) (“Tenet” or the “Company“), an innovative artificial intelligence (AI) service provider and operator of the Business Hub, today announces that, further to its press release, dated March 16, 2023, and after discussions with capital markets professionals, it has agreed to amend certain terms to its previously announced brokered private placement of unsecured convertible debentures (the “Brokered Private Placement“) led by Research Capital Corporation, as the sole agent and sole bookrunner (the “Agent“). The Brokered Private Placement shall now consist of an offering of a minimum of 5,000 units and a maximum of 25,000 units of non-secured convertible debentures units (the “Convertible Debenture Units“) at a price of $1,000 for each Convertible Debenture Unit for aggregate gross proceeds of a minimum of $5,000,000 and a maximum of $25,000,000.
Each Convertible Debenture Unit will be comprised of: (i) one 10.0% non-secured convertible debenture of the Company in the principal amount of $1,000 (a “Convertible Debenture“) and (ii) 1,408 warrants (the “Warrants“) to purchase common shares of the Company (the “Common Shares“). The Convertible Debentures will mature twenty-four (24) months from the date of their issuance (the “Maturity Date“) and, subject to prior conversion in accordance with their terms, will be repaid in cash at the Maturity Date. Each Warrant will be exercisable to acquire one Common Share (each, a “Warrant Share“) at an exercise price of $1.00 per Warrant Share for a period of twenty-four (24) months from the closing of the Brokered Private Placement.
From the date of issue until their Maturity Date, Convertible Debenture holders may elect to convert, in whole or in part, the face value of the Convertible Debentures into Common Shares at a conversion price equal to the lower of: (i) $0.71 per Common Share; or (ii) the price per unit or per Common Share sold by Tenet in the course of any financing that takes place prior to the date on which the Convertible Debentures are so converted, at any time prior to the Maturity date of the Convertible Debentures. Upon the conversion of the Convertible Debentures, the Company will pay to the investor the interest accrued on the Convertible Debentures for the amount converted up to but excluding the date of conversion in cash.
The Convertible Debentures shall bear interest at a rate of 10.0% per annum from the date of issue, payable quarterly in arrears in cash. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.
All other terms and conditions of the Brokered Private Placement remained unchanged.
The Brokered Private Placement is scheduled to close in tranches between the date of this announcement and May 12, 2023, or such other date as agreed upon between the Company and the Agent (the “Closing Date“) and is subject to certain conditions including, but not limited to, the receipt of all necessary approvals including the approval of the Canadian Securities Exchange. The Convertible Debenture Units and the securities underlying the Convertible Debenture Units to be issued under the Brokered Private Placement will have a hold period of four months and one day from each applicable Closing Date.
Amendment to Conversion Terms of Recently Closed Non-Secured Convertible Debenture Private Placement
Tenet also announced that the Company has amended the conversion terms of its private placement of non-secured convertible debentures closed in January 2023 (the “January Placement“) to mirror the conversion terms of Brokered Private Placement. Subscribers of the January Placement can now elect to convert, in whole or in part, the face value of their debentures into Common Shares at a conversion price equal to the lower of: (i) $0.71 per Common Share or the price per unit or per Common Share sold by Tenet in the course of any financing that takes place prior to the date on which they convert their debentures.
About Research Capital Corporation:
Research Capital Corporation is a leading independent, full service Canadian investment bank, and proudly traces its roots back to 1921. As a fully integrated national investment dealer, Research Capital offers a full complement of capital markets and wealth management services to private clients, institutions and growth companies. Its century of experience combined with the industry experience of its Investment Banking team gives it considerable influence in capital raising and M&A transactions. Focusing on the small to mid-cap market, it has raised billions for Canadian listed companies in the past ten years. With a talented group of Capital Markets professionals, Research Capital Corporation is consistently characterized as the Investment Dealer that growth company CEOs turn to when looking for comprehensive investment banking advice along with institutional and retail account distribution.
About Tenet Fintech Group Inc.:
Tenet Fintech Group Inc. is the parent company of a group of innovative financial technology (Fintech) and artificial intelligence (AI) companies. All references to Tenet in this news release, unless explicitly specified, includes Tenet and all its subsidiaries. Tenet’s subsidiaries provide various analytics and AI-based services to businesses and financial institutions through the Business Hub, a global ecosystem where analytics and AI are used to create opportunities and facilitate B2B transactions among its members. Please visit our website at: http://www.tenetfintech.com.
For more information, please contact:
Tenet Fintech Group Inc.
Christina Boyd, Director, Investor Relations and Communications
416-428-9954
cboyd@tenetfintech.com
CHF Capital Markets
Cathy Hume, CEO
416-868-1079 ext.: 251
cathy@chfir.com
MZ Group – MZ North America
Mark Schwalenberg, CFA
312-261-6430
mark.schwalenberg@mzgroup.us
Follow Tenet Fintech Group Inc. on social media:
Twitter: @Tenet_Fintech
Facebook: @Tenet
LinkedIn: Tenet
YouTube: Tenet Fintech
THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES IN THE UNITED STATES. THE SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, OR AN EXEMPTION FROM SUCH REGISTRATION. THE COMPANY HAS NOT REGISTERED AND WILL NOT REGISTER THE SECURITIES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED. THE COMPANY DOES NOT INTEND TO ENGAGE IN A PUBLIC OFFERING OF SECURITIES IN THE UNITED STATES. THIS NEWS RELEASE SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL.
Forward-Looking Statements / Information:
Certain statements included in this news release constitute “forward-looking statements” under Canadian securities law, including statements relating to the terms of the Brokered Private Placement, the closing thereof, the amounts that may be raised from the Brokered Private Placement, and other statements based on management’s assessment and assumptions and publicly available information with respect to Tenet. By their nature, forward-looking statements involve risks, uncertainties and assumptions. Tenet cautions that its assumptions may not materialize and that current economic conditions render such assumptions, although reasonable at the time they were made, subject to greater uncertainty. Forward-looking statements may be identified by the use of terminology such as “believes,” “expects,” “anticipates,” “assumes,” “outlook,” “plans,” “targets”, or other similar words.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors which may cause actual results, performance or achievements of Tenet to be materially different from the outlook or any future results, performance or achievements implied by such statements. Accordingly, readers are advised not to place undue reliance on forward-looking statements. Important risk factors that could affect the forward-looking statements in this news release include, but are not limited to, holding company with significant operations in China; general economic and business conditions, including factors impacting the Company’s business in China such as pandemics and COVID-19; legislative and/or regulatory developments; Global Financial conditions, repatriation of profits or transfer of funds from China to Canada, operations in foreign jurisdictions and possible exposure to corruption, bribery or civil unrest; actions by regulators; uncertainties of investigations, proceedings or other types of claims and litigation; timing and completion of capital programs; liquidity and capital resources, negative operating cash flow and additional funding, dilution from further financing; financial performance and timing of capital; and other risks detailed from time to time in reports filed by Tenet with securities regulators in Canada. Reference should also be made to Management’s Discussion and Analysis (MD&A) in Tenet’s annual and interim reports, Annual Information Form, filed with Canadian securities regulators and available on Tenet’s website, for a description of major risk factors relating to Tenet.
Forward-looking statements reflect information as of the date on which they are made. Tenet assumes no obligation to update or revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, unless required by applicable securities laws. In the event Tenet does update any forward-looking statement, no inference should be made that Tenet will make additional updates with respect to that statement, related matters, or any other forward-looking statement.
All amounts are in Canadian dollars unless otherwise indicated.
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