The Planting Hope Company Inc. announced a non brokered private placement to issue 10% 5,000 convertible note units for the gross proceeds of $5,000,000 on October 7, 2023. Each Unit is comprised of one 10.0% unsecured convertible note having a face value of $1,000 and 1,925 common share purchase warrants. Each Note shall mature 36 months from the date of issue thereof and will bear interest at a rate of 10.0% per annum, payable annually in arrears commencing on March 31, 2025.

The Company shall further be entitled to prepay any or all of the Notes at any time following the 12 month anniversary of the date of issuance thereof and prior to the Maturity Date, and upon prepayment of the principal and all accrued and unpaid Interest thereon in respect of each such Note. Each Warrant will be exercisable by the holder thereof to purchase one Share at an exercise price of $0.25671 for 36 months from the date of issuance thereof. Completion of the Offering is subject to several conditions, including, without limitation, final acceptance of the TSXV.

Completion of the Offering is subject to compliance with all applicable laws, the policies of the TSXV and the approval of the TSXV. The Offering may close in one or more tranches without advanced notice. The Units are being offered directly by the Company, acting solely through its officers, directors, and/or employees, none of whom will receive a commission or other compensation in connection with the sales of the Units.

The securities are under U.S. Securities and Exchange Commission Regulation D 506(c), open to accredited investors in the United States and to international investors outside of Canada.