Trillion Energy Announces Debenture Settlement Agreement

Executive Summary

• Trillion Energy International Inc. entered into a Fourth Supplemental Indenture allowing conversion of $11 M of outstanding convertible debentures to common equity, contingent on raising at least CAD 10 M in new equity financing by September 30 2026.
• Approximately $5.37 M of the debt will be forgiven if the financing condition is met; otherwise the full amount becomes immediately due and payable.
• The company plans to use best‑efforts brokered prospectus offering to raise the required equity capital.

Key Details

• Outstanding Debt: As of Jan 31 2026, total principal and accrued interest on convertible debentures = CAD 16,379,828.49 (principal CAD 14,999,000 + interest CAD 1,380,828.49).
• Financing Target: Minimum CAD 10,000,000 to be raised via a brokered prospectus offering, to close on or before Sep 30 2026.
• Conversion Mechanics: Upon successful financing, debenture holders will convert $11,000,000 of the amount due into common shares at the same price and terms as the equity financing. If financing occurs in multiple tranches, conversion is triggered only when cumulative proceeds reach the CAD 10 M threshold.
• Forgiveness Component: Remaining ~CAD 5.37 M of the amount due will be written off and fully forgiven by debenture holders under the Fourth Supplemental Indenture.
• Conversion Price Rule: If financing is executed at varying prices, the conversion price for debenture holders will be set to the lowest price at which equity is issued in the financing.
• Failure Clause: If the CAD 10 M financing is not completed by Sep 30 2026, the Fourth Supplemental Indenture terminates; the full amount due (including the forgiven portion) becomes immediately payable.
• Documentation: A copy of the Fourth Supplemental Indenture will be filed on SEDAR+ under the company’s profile.

Notable Quotes

(No direct quotes were provided in the release.)