Venzee Technologies proposes debenture extension

Executive Summary

• Venzee Technologies Inc. released its audited financial statements and Management’s Discussion & Analysis (MD&A) for the fiscal year ended March 31, 2025.
• The company intends to seek shareholder and TSX Venture Exchange approval to extend the maturity dates of three tranches of convertible debentures by six months.
• The release highlights significant risk factors, specifically that failure to pay debts or insolvency could trigger immediate termination of a critical software license agreement with Digital Commerce Payments Inc. (DCP), which would eliminate the company's means of producing future revenue.

Key Details

• Financial Reporting: Audited financial statements and MD&A for the year ended March 31, 2025, have been filed on SEDAR+.
• Debenture Extension Proposal:
  • Venzee seeks to extend maturity dates for an aggregate of $275,000 in principal amount of convertible debentures by six months.
  • Tranche 1: $175,000 issued July 25, 2022; current maturity July 25, 2025; proposed new maturity January 25, 2026.
  • Tranche 2: $50,000 issued July 29, 2022; current maturity July 29, 2025; proposed new maturity January 29, 2026.
  • Tranche 3: $50,000 issued August 30, 2022; current maturity August 30, 2025; proposed new maturity February 28, 2026.
• Debenture Terms:
  • Convertible into common shares at an option price of $0.50 per share.
  • Interest continues to accrue and remains payable according to original terms.
  • No other terms are expected to be amended.
  • Extension is subject to holder consent and TSX Venture Exchange approval; no assurance of success is provided.
• Critical Risk Factor (Software License):
  • Under a software right of use agreement dated May 14, 2024, with Digital Commerce Payments Inc. (DCP), DCP has the right to immediately terminate the software license if Venzee becomes insolvent, is generally unable to pay debts, or fails to pay debts as they become due.
  • Termination of this license would leave the company without any means of producing future revenue.

Notable Quotes

• "Venzee cautions that there is no assurance that it will be successful in extending the maturity dates of the debentures."
• "In the event that DCP exercises this right to terminate the software licence, the company would be left without any means of producing future revenue."