Item 3.02 Unregistered Sales of Equity Securities

Amendment to Securities Purchase Agreement and Convertible Promissory Note

On January 9, 2020 Trident Brands, Inc. ("we", "us", "our" the "Company") and Fengate Trident LP ("Purchaser") entered into an Amendment to Convertible Promissory Notes Agreement (the "Amendment") to amend the terms of certain convertible promissory notes issued pursuant to a Securities Purchase Agreement by and between the Company and the Purchaser dated September 26, 2016 and previously amended on November 30, 2018 and March 11, 2019. The Amendment affects the convertible notes issued February 5, 2015 (US$1,800,000), May 14, 2015 (US$500,000), September 26, 2016 (US$4,100,000), May 9, 2017 (US$4,400,000) and May 16, 2018 (US$1,500,000), respectively (collectively the "2016 Notes"). Pursuant to the Amendment, the Purchaser has agreed to convert all of the 2016 Notes on or before the earlier to occur of (i) the Maturity Date of the 2016 Convertible Notes and (ii) the Company raising new equity investment of not less than US$2,000,000, on terms mutually acceptable to the Purchaser and the Company (subject to the Purchaser's regulatory considerations). Conversion of the 2016 Notes will occur in a single conversion transaction at a price that is equal to a 25% discount to the average closing price of the Company's common stock for the 10 trading days immediately prior to the conversion date, with the exact structure of the conversion to be determined by the parties.

The Amendment also amends the outstanding convertible notes issued to the Purchaser on November 30, 2018 (US$3,400,780), April 13, 2019 (US$2,804,187) and November 6, 2019 (US$3,795,033) respectively (collectively the "Amended SPA Notes"). Maturity of the Amended SPA Notes has been deferred to December 1, 2021. It was further agreed that interest on the Amended SPA Notes will accrue as at July 1, 2020 and be payable upon maturity.

Item 9.01 Financial Statements and Exhibits



  10.1*       Amendment To Convertible Promissory Notes dated January 9, 2020


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*Filed herewith




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