Icesoft extends maturity, amends interest of notes

Executive Summary

• Icesoft Technologies Canada Corp. has amended the terms of its previously concluded secured convertible debt financings, extending the maturity date, increasing the interest rate for the latter portion of the term, and adjusting the conversion price.
• The amendment is classified as a related-party transaction under Multilateral Instrument 61-101, involving significant holdings by directors and the CEO.
• The revision results in an increased total number of common shares issuable upon full conversion, diluting existing shareholders further, with specific impacts detailed for each participating insider.

Key Details

• Amendment Effective Date: September 15, 2025.
• Original Financing Context:
  • Concluded on Sept. 21, 2022, and Feb. 27, 2023.
  • Gross cash proceeds raised: $750,175.
  • $150,000 in accrued accounts payable converted.
  • Original terms: 36-month term, 15% simple interest per annum, conversion at $0.05/share.
• Revised Terms:
  • Maturity Date: Extended from original dates (Sept. 20, 2025, and Feb. 26, 2026) to March 22, 2027.
  • Interest Rate: Revised to 15% per annum for the first three years, increasing to 21.75% per annum for the remainder of the term.
  • Conversion Price: Revised from $0.05 per share to $0.06 per share.
• Dilution Impact:
  • Full conversion of principal and accrued interest will now result in the issuance of 26,258,623 common shares, compared to 26,105,075 shares prior to the revision.
• Use of Proceeds: General working capital, accelerating sales, and financing new market expansion efforts.
• Related-Party Participants & Holdings:
  • Mr. Derrick (Director/Observer): Invested $200,175. Post-revision ownership/control is 12.7% of issued shares (18.3% assuming full conversion/exercise of all securities).
  • Mr. Hunter (Director): Invested $100,000. Post-revision ownership/control is 14.2% of issued shares (17.3% assuming full conversion/exercise of all securities).
  • Mr. Shen (Director): Invested $350,000. Post-revision ownership/control is 23.2% of issued shares (35.5% assuming full conversion/exercise of all securities).
  • Mr. McKinney (CEO/Director): Invested $250,000. Post-revision ownership/control is 11.7% of issued shares (24.1% assuming full conversion/exercise of all securities).
• Regulatory Compliance:
  • Board determined formal valuation and shareholder approval were not required under MI 61-101 because the issuer is not listed on specified markets, the transaction value did not exceed 25% of market capitalization, and disinterested directors approved the transaction.
  • No finders' fees were paid.

Notable Quotes

• None provided in the text.