Trillion debentureholders OK maturity date extension

Executive Summary

• Trillion Energy International Inc. has obtained consent from holders of at least 66-2/3rds of its 12% convertible debentures to extend the maturity date from July 31, 2025, to October 31, 2025, via a third supplemental debenture indenture.
• The company has completed the issuance of 7,725,908 common shares at $0.05 per share to settle $386,295.42 in debt owed to directors, officers, and consultants.
• As part of the debt settlement, 3.9 million shares were issued for management services provided by insiders, classified as a related-party transaction under Multilateral Instrument 61-101.

Key Details

• Debenture Indenture Extension:
  • Instrument: 12.0% convertible debentures with an aggregate principal amount of $15 million.
  • Original Maturity: July 31, 2025.
  • New Maturity: October 31, 2025.
  • Interest Rate: 12% per annum, payable in cash.
  • Interest Period: Interest continues to accrue from August 1, 2025, to October 31, 2025.
  • Consideration: Debentureholders receive no additional consideration for the extension.
  • Other Terms: All other terms of the convertible debentures remain unchanged.
  • Consent: Extraordinary resolution signed on July 24, 2025, by holders representing at least 66-2/3rds of the principal amount.
• Debt Settlement via Shares:
  • Total Shares Issued: 7,725,908 common shares.
  • Price Per Share: $0.05.
  • Total Debt Settled: $386,295.42.
  • Counterparties: Directors, officers, and consultants of the company.
  • Hold Period: 4 months and 1 day, expiring on November 22, 2025.
• Insider/Related-Party Transaction Details:
  • Shares for Services: 3.9 million common shares issued specifically for management services from directors and officers.
  • Regulatory Framework: Classified as a related-party transaction under Multilateral Instrument 61-101.
  • Exemptions Relied Upon: Sections 5.5(a) and 5.7(1)(a) of MI 61-101, exempting the company from formal valuation and minority shareholder approval requirements because the fair market value of insider participation does not exceed 25% of the company's market capitalization.