Venzee Technologies Inc. announced a non-brokered private placement of unsecured convertible debentures for gross proceeds of CAD 85,000 on February 1, 2023. The debentures will have a maturity date of three years from the date of issuance and shall bear interest at a rate of 5% per annum, compounded and paid annually. The principal sum of the debentures, or any portion thereof, is convertible at the option of the holder, any time after six months, into debenture units at CAD 0.05 per debenture unit.

The conversion within the first year can occur at CAD 0.05 per unit, but for the second and third year, it must be the greater of CAD 0.10 or market price (as defined in TSX Venture Exchange policy). Each debenture unit will consist of one common share and one common share purchase warrant with each warrant exercisable at CAD 0.08 for 36 months from the date of issuance. The company will pay a finder's fee consisting of cash and finders' warrants to certain registered brokerage firms as permitted by the policies of the exchange and in accordance with applicable securities laws.

The finders' warrants will be issued on the same terms as the shareholders' warrants. The debentures, debenture units, warrants and any common shares resulting from the conversion of the debentures or the exercise of debenture warrants will be subject to a hold period of four months and one day after the date of issuance thereof. The transaction will be subject to customary closing conditions, including the approval of the exchange.