Ocumetics enters forbearance deal with debentureholders

Executive Summary

• Ocumetics Technology Corp. entered into a forbearance agreement with holders of $4 million in secured convertible debentures, delaying maturity and enforcement actions until June 19, 2027.
• As consideration for the forbearance, the company issued 9,153,277 share purchase warrants to the debenture holders, exercisable at 58 cents per share until June 19, 2027.
• The company’s previously announced Listed Issuer Financing exemption offering has terminated, with 1,706,383 units sold for gross proceeds of approximately $1.02 million.

Key Details

• Forbearance Agreement Terms:
  • Holders of secured convertible debentures (issued May/June 2024) agreed to forbear from demanding payment or realizing on security until June 19, 2027.
  • Debentures have an aggregate face value principal amount of up to $4 million.
  • Interest rate is 18% per annum, compounded annually.
  • Principal and interest are payable on the date two years from the date of issue (subject to forbearance).
  • Corporation may prepay indebtedness at any time with 90 days' prior written notice, without penalty.
  • Debentures are secured by a general security agreement on the corporation's personal property.
• Conversion Terms:
  • Principal is convertible at the holder's option into common shares at a conversion price of 32 cents per share until the maturity date.
  • Interest is convertible into common shares via shares-for-debt applications at the option of debentureholders, subject to exchange approval.
• Warrants Issued for Forbearance:
  • Aggregate of 9,153,277 share purchase warrants issued to debentureholders.
  • Exercise price: 58 cents per share.
  • Expiry: June 19, 2027.
  • Issued as bonus warrants pursuant to TSX Venture Exchange Policy 5.1.
  • If debentures are repaid/converted within one year of warrant issuance, a percentage of warrants equal to the percentage of indebtedness repaid/converted will have their expiry amended to the later of one year from issuance or 30 days from repayment/conversion.
• Listed Issuer Financing Exemption Offering Update:
  • Offering under Section 5A.2 of National Instrument 45-106 has terminated.
  • Total units sold: 1,706,383 units.
  • Price per unit: 60 cents.
  • Aggregate gross proceeds: Approximately $1,023,830.
  • Each unit consists of one common share and one common share purchase warrant.
  • Warrant terms: Exercise price of 75 cents per share, expiring December 30, 2028.
  • No other tranches were completed under this offering.
  • Previous announcement date: January 2, 2026.

Notable Quotes

• None provided in the text.