Telo Genomics closes debenture financing

Executive Summary

• Telo Genomics Corp. has closed the second and final tranche of its non-brokered private placement of non-transferable secured convertible debentures, raising $545,000.
• The total aggregate gross proceeds from the entire offering now stand at $1,385,000.
• The funds are designated for lab trials and general working capital, with significant insider participation from the CEO and a director.

Key Details

• Transaction Structure: Closed second and final tranche of non-brokered private placement of non-transferable secured convertible debentures.
• Gross Proceeds: $545,000 raised in this tranche; aggregate gross proceeds from the full offering total $1,385,000.
• Debenture Terms:
  • Interest rate: 15% per annum, compounded quarterly.
  • Maturity Date: December 15, 2026.
  • Conversion Price: $0.05 per common share (holder's election).
  • Prepayment: Company has no right to prepay prior to maturity.
• Warrant Terms (Investors):
  • Ratio: One transferable detachable warrant for every $0.05 of principal amount.
  • Quantity Issued: 10.9 million warrants.
  • Exercise Price: $0.08 per share.
  • Expiration: March 6, 2027.
• Use of Proceeds: Lab trials and general working capital.
• Finders' Fees:
  • Cash fees paid: $33,950.
  • Warrants issued: 679,000 finders' warrants.
  • Finders' Warrant Terms: Exercisable at $0.08 per share until March 6, 2028.
• Hold Period: Four-month-and-one-day hold period for debentures, warrants, and finders' warrants, expiring July 7, 2026.
• Regulatory/Related Party Details:
  • Two subscribers are related parties under Multilateral Instrument 61-101.
  • John Price (CEO) subscribed for $10,000 in debentures and 200,000 warrants.
  • John Farlinger (Director) subscribed for $35,000 in debentures and 700,000 warrants.
  • Total insider participation: $45,000.
  • Exemptions relied upon: Formal valuation requirements (Section 5.5(a)) and minority shareholder approval requirements (Section 5.7(1)(a)) of MI 61-101, as fair market value of related party participation does not exceed 25% of market capitalization.
• Conditions: Subject to receipt of necessary approvals from the TSX Venture Exchange.