VERTEX RESOURCE GROUP LTD. AMENDS AND RESTATES $15,000,000 DEBENTURE FINANCING

Executive Summary

• Vertex Resource Group Ltd. has amended and restated its $15 million 8.0% convertible secured debentures, extending maturity to March 7 2029 (with two optional one‑year extensions) and increasing the interest rate to 10.0% per annum.
• The amendment removes holders’ conversion rights, converting the previously convertible securities into straight debt and eliminating IBBC GP Inc. and IBBC Limited Partnership’s equity holdings in Vertex.
• These changes modify the company’s capital structure and financing costs but do not involve new cash proceeds.

Key Details

• Original Debentures: Issued March 7 2022, 8.0% interest, maturity March 7 2027, convertible into common shares.
• Amended Terms:
• Maturity extended to March 7 2029; option for two additional one‑year extensions at Vertex’s discretion with holder consent.
• Conversion right eliminated – debentures are now non‑convertible.
• Interest rate increased from 8.0% to 10.0% per annum, effective immediately upon amendment.
• Impact on IBBC Convertible Securities:
• IBBC GP Inc. ($235,000) and IBBC Limited Partnership ($14,765,000) will cease to hold convertible securities and will have no voting or equity interest in Vertex after the amendment.
• Early Warning Disclosure: The original issuance triggered early‑warning reporting because the convertible portion represented ~20% of post‑conversion common shares. The amendment removes this trigger.
• No New Proceeds: The amendment does not involve additional financing; it merely restructures existing debt.

Notable Quotes

(None provided in the release)