Right Season closes $1.2-million debenture financing

Executive Summary

• Right Season Investments Corp. closed a non‑brokered private placement issuing 800 unsecured convertible debentures at $1,500 each for total gross proceeds of $1.2 million.
• Each debenture is convertible at $0.07 per unit, with units comprising one common share and 0.6 of a common share purchase warrant (exercise price $0.07, 48‑month term).
• The debentures bear 5.45% annual interest, mature on June 30 2026, and are redeemable at 101% of face value; proceeds will fund potential investments and general working capital.

Key Details

• Issue Size & Price: 800 convertible debentures @ $1,500 each → $1.2 M gross proceeds.
• Conversion Terms: Holder may convert each debenture into units at $0.07/unit. Each unit = 1 common share + 0.6 warrant (each warrant allows purchase of one additional common share at $0.07 for 48 months).
• Interest & Maturity: 5.45% per annum, payable quarterly in arrears; unpaid interest accrues to principal. Maturity date June 30 2026.
• Redemption: Redeemable at 101% of face value (excluding accrued interest), with optional settlement in securities after closing.
• Use of Proceeds: Pursue potential investment opportunities and general working capital.
• Insider Participation: Kristian Thorlund subscribed for $139,500; Zachary Stadnyk for $10,500 – together representing 12.5% of the offering (related‑party transaction).
• Exemptions & Regulatory Notes: Offering exempt from MI 61‑101 valuation and minority approval requirements; not listed on markets covered by MI 61‑101; total consideration below $2.5 M threshold. No material change report filed >21 days prior due to late finalization of insider participation.
• Third‑Party Fee Shares: 171,429 common shares issued to The Back Office Inc. as an administrative fee for assistance with the offering.
• Holding Period & Exchange Approval: All securities subject to a four‑month‑and‑one‑day statutory hold period; completion pending TSX Venture Exchange approval.

Notable Quotes

(No direct quotes were provided in the release.)