Herbal Dispatch Announces Extension of Convertible Debentures

Executive Summary

• Herbal Dispatch Inc. amended its unsecured convertible debentures with related parties, extending the maturity date to January 31 2028.
• The amendment retains a 14% annual interest rate, a CAD $0.06 conversion price and a CAD $0.12 threshold price.
• The company relied on exemptions from MI 61‑101 valuation and minority‑shareholder approval requirements, with both related directors abstaining from the vote.

Key Details

• Amendment Scope: Extends maturity of the convertible debentures (originally due January 31 2026) to January 31 2028.
• Interest Rate: 14% per annum (unchanged).
• Conversion Terms: Conversion price remains CAD $0.06; threshold price remains CAD $0.12.
• Related Parties: The debentures involve 0971289 B.C. Ltd., controlled by Drew Malcolm, and Herb Dhaliwal—both also directors of Herbal Dispatch.
• Regulatory Exemptions: Company obtained a CSE exemption for the amendment under Policy 6 “Distributions & Corporate Finance.”
• MI 61‑101 Compliance: Relied on exemptions from formal valuation (Section 5.5(a)) and minority shareholder approval (Section 5.7(1)(a)), asserting that fair market value does not exceed 25% of market capitalization.
• Board Approval: Unanimous board approval; Malcolm and Dhaliwal abstained from the resolution concerning their own debentures.
• Reporting Note: No material change report filed prior to amendment effectiveness because negotiations were ongoing within the 21‑day filing window.

Notable Quotes

(No direct quotes provided in the release.)