Newlox Gold Announces Issuance of Convertible Debentures and Amendment of Convertible Debentures and Warrants

Executive Summary

• Newlox Gold Ventures Corp. announces a non‑brokered private placement of up to 1,000 units at $1,023 per unit, targeting gross proceeds of up to $1,023,000.
• Each unit consists of a $1,023 principal amount 5% unsecured convertible debenture (2‑year term) and 9,300 common share purchase warrants priced at $0.15 per share, exercisable for two years.
• The company also proposes amendments to existing $403,500 convertible debentures and 2,690,000 warrants, extending maturities to Jan 31 2028, reducing interest from 10% to 5%, lowering conversion price to $0.11, and adjusting warrant expiry and exercise price.

Key Details

• Private Placement Structure
• Up to 1,000 units @ $1,023/unit → Gross proceeds: up to $1,023,000.

• Each unit includes:

  • One New Debenture – $1,000 principal, 5% annual interest, unsecured, 2‑year term, convertible at $0.11 per share (subject to adjustment).
  • 9,300 New Warrants – each warrant allows purchase of one common share at $0.15 per share for a two‑year period from issuance.

• Related Party Participation

• Insider Mr. MacKay will subscribe for units totaling $41,400, deemed a related‑party transaction but expected to be exempt from MI 61‑101 valuation/approval thresholds (<25% market cap).

• Use of Proceeds

• Net proceeds are earmarked for general corporate purposes.

• Amendments to Prior Debentures (issued Jan 31 2024)

• Maturity extended by 24 months to Jan 31 2028.
• Interest rate reduced from 10% to 5% per annum.

• Proposed conversion price reduction from $0.15 to $0.11 per share (subject to CSE approval).

• Amendments to Prior Warrants

• Current warrants exercisable until Jan 31 2026 at $0.25/share.

• Proposed extension of expiry to Jan 31 2028 and reduction of exercise price to $0.15 per share (CSE approval sought).

• Statutory Resale Restriction

• New Debentures, associated shares, New Warrants and warrant shares subject to a four‑month plus one‑day resale restriction under Canadian securities law.

Notable Quotes

(No executive quotes provided in the release.)