Trillion debentureholders approve further amendments

Executive Summary

• Trillion Energy International Inc. has entered into a fourth supplemental debenture indenture with debentureholders holding at least 66-2/3% of the principal amount, authorizing a settlement of outstanding debt contingent upon the completion of a new equity financing.
• The company intends to raise a minimum of $10 million through a brokered prospectus offering by September 30, 2026.
• Upon successful completion of the financing, $11 million of the debt will be converted into common shares at the financing price, while approximately $5.37 million of the debt will be forgiven. If the financing is not completed by the deadline, the indenture terminates and the full debt becomes immediately due.

Key Details

• Debt Status: As of January 31, 2026, the company owed $16,379,828.49 in principal and interest (Principal: $14,999,000; Interest: $1,380,828.49), plus accrued interest to March 20, 2026.
• Resolution: Extraordinary resolution signed March 20, 2026, by holders representing ≥66-2/3% of the convertible debentures.
• Financing Requirement: The company must raise not less than $10 million via a brokered prospectus offering by September 30, 2026.
• Settlement Terms (Conditional):
  • Conversion: $11 million of the amount due converts to common shares at the same price and terms as the new equity financing.
  • Forgiveness: The remaining portion of the amount due (approximately $5.37 million) is written off and fully forgiven.
• Conversion Price Adjustment: If the financing is completed in multiple tranches at different prices, the conversion price for debentureholders will be equal to the lowest price at which equity capital is issued.
• Tranche Condition: Debentureholders are only obligated to convert when the cumulative total raised meets or exceeds the $10 million financing amount.
• Default Clause: If the financing is not completed by September 30, 2026, the fourth supplemental indenture terminates, and the full amount due (including the previously forgiven amount) becomes immediately due and payable.
• Filing: A copy of the fourth supplemental indenture is filed on SEDAR+.

Notable Quotes

• No direct quotes from management were included in the provided text.