Planet Ventures CEO acquires 12% convertible debenture

Executive Summary

• CEO Etienne Moshevich, via his controlled entity Transcend Capital Inc., acquired a $3.2-million secured convertible debenture in Planet Ventures Inc. through a non-brokered private placement.
• The debenture matures on August 19, 2027, and is convertible into common shares at a price of $0.50 per share at the holder's option.
• Following the transaction, Moshevich’s beneficial ownership on a diluted basis increased to approximately 36.41% (74,332,000 shares), while his direct shareholding remained at 33.28% (67,932,000 shares) on an undiluted basis.

Key Details

• Acquirer: Transcend Capital Inc., controlled by Etienne Moshevich (CEO of Planet Ventures Inc.).
• Instrument Acquired: Secured convertible debenture.
• Principal Amount: $3,200,000 USD (implied currency based on context, though not explicitly stated, typically CAD in Canadian filings; strictly reporting "$3.2-million").
• Maturity Date: August 19, 2027.
• Conversion Price: $0.50 per common share.
• Conversion Terms: Convertible into common shares at the option of Transcend Capital any time prior to maturity.
• Pre-Transaction Holdings: 67,932,000 shares (approx. 33.28% of issued and outstanding shares on both undiluted and diluted basis).
• Post-Transaction Holdings (Undiluted): 67,932,000 shares (approx. 33.28% of issued and outstanding shares).
• Post-Transaction Holdings (Diluted): 74,332,000 shares (approx. 36.41% of issued and outstanding shares, based on 204,126,672 total shares issued and outstanding).
• Regulatory Basis: Filed pursuant to National Instrument 62-103 (Early Warning System) and NI 62-104 (Take-Over Bids).
• Exemption: Acquisition relied on the private agreement exemption from formal takeover bid provisions (NI 62-104, Section 4.2, Part 4).
• Purpose: Acquired for investment purposes; Moshevich reserves the right to increase or decrease beneficial ownership based on market conditions.

Notable Quotes

• "Mr. Moshevich acquired the debenture for investment purposes. In pursuing such purposes, Mr. Moshevich reserves the right to formulate other plans or make other proposals and take such actions deemed necessary with respect to his investment in the company."