c) pay the Administrative Agent from and following the first anniversary of the closing date of the Loan a monthly administration fee (the “Administration Fee”) equal to 0.5% of the principal amount of the Loan and all accrued and unpaid interest thereon. Story continues The principal amount of the Loan and any accrued but unpaid interest thereon will be convertible into Common Shares at the option of the Administrative Agent (on behalf of the Lender) at a price (the “Conversion Price”) equal to lower of (i) $0.52; and (ii) the closing price of the Common Shares on the day before the closing date, each subject to adjustment on the terms and conditions set forth in the 2021 Loan Agreement.
a) pay the Administrative Agent a fee equal to 5.0% of the principal amount of the Loan (the “Finder’s Fee”) which Finder’s Fee shall be satisfied by the issuance of common shares in the capital of the Company (the “Common Shares”) at a deemed price per Common Share equal to the Conversion Price (as defined below); In accordance with the terms and conditions of the Loan Agreement, the Loan will accrue interest at a rate of 6.0% per annum, payable monthly in arrears, and will be repayable on the second anniversary date of the closing date, subject to acceleration in certain circumstances. The Guarantor has guaranteed SpeakEasy’s obligations under the 2021 Loan Agreement. In connection with the Loan, the Company has agreed to:
b) grant to the Administrative Agent such number of Common Share purchase warrants (the “Warrants”) as is equal to the principal amount of the Loan divided by the Conversion Price. Each Warrant entitles the holder to purchase a Common Share at a purchase price of $0.70 per Common Share, subject to adjustment, for a period of three years following the date of issuance; and Speakeasy Cannabis Club Ltd. Logo (CNW Group/Speakeasy Cannabis Club Ltd.)
Shares for Debt The Company also announces that it has issued an aggregate of 987,587 common shares in the capital of the Company (the “Shares”) in settlement of bona fide debts owing to certain creditors (the “Creditors”) and totaling $601,022 (the “Shares for Debt Transaction”). Certain insiders of the Company were Creditors and received an aggregate of 308,388 Shares in satisfaction of outstanding debt totaling $187,500. Arm’s length Creditors received an aggregate of 679,199 Shares in satisfaction of outstanding debt totaling $413,522. The Shares were issued at a deemed price of $0.61 per Share. In connection with the Loan, SpeakEasy also announces that it has entered into a subordination and priority agreement (the “Subordination Agreement”) with respect to the Company’s obligations under the convertible loan agreement dated April 21, 2020 between SpeakEasy, the Guarantor, 1244726 B.C. Ltd., 1193213 B.C. Ltd. and the Administrative Agent (the “2020 Loan Agreement”). Pursuant to the Subordination Agreement, the parties have agreed to subordinate the repayment of obligations under the 2020 Loan Agreement to the obligations under the 2021 Loan Agreement.
The advance of funds under the Loan is subject to certain conditions including, but not limited to, the entering into of all security documentation, the granting of the security and the receipt of all necessary regulatory and stock exchange approvals, including the approval of the Canadian Securities Exchange. As security for the Loan, the Company will cause the grant to the Lender of a first mortgage over the Guarantor’s property in Rock Creek, British Columbia and a first-ranking general security agreement over all of the present and after-acquired personal property of the Company and the Guarantor.
The News Highlights
- SpeakEasy announces convertible loan financing of up to $ 3.0 million
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