ELSE ANNOUNCES INVESTMENT FOR GROSS PROCEEDS OF UP TO US$1,280,000
Executive Summary
- Else Nutrition Holdings Inc. entered into a convertible security financing agreement with Lind Global Fund III LP for up to US $1,280,000 in gross proceeds.
- The initial tranche issues a US $420,000 convertible security (net US $337,750 after discount/fees) with a 24‑month maturity, lock‑up, conversion mechanics and a 5% premium buy‑back right.
- Optional follow‑on draws of up to three additional US $310,000 tranches (Second, Third, Fourth Draws) may be issued, each accompanied by detachable warrants at an exercise price of 130% of the five‑day VWAP.
Key Details
- Initial Convertible Security
- Face value: US $420,000
- Net proceeds to company: US $337,750 (after original issue discount & closing fees)
- Maturity: 24 months from issuance
- Lock‑up period: 4 months post‑closing
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Conversion: Up to 1/20th of face value each month at the greater of (i) 80% of five‑day VWAP or (ii) five‑day VWAP less maximum allowable TSX discount.
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Buy‑Back Right
- After 180 days, company may repay outstanding principal in cash with a 5% premium.
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If exercised, Lind may convert up to 33% of the face value into shares.
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Follow‑On Draws (Optional)
- Second Draw: up to US $310,000
- Third Draw: up to US $310,000
- Fourth Draw: up to US $310,000
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Each draw triggers issuance of a new convertible security under similar terms.
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Warrants
- Initial tranche includes 2,069,781 detachable warrants (“First Warrants”).
- Exercise price: 130% of five‑day VWAP immediately prior to the closing date of the Initial Convertible Security.
- Expiry: 48 months from issuance date.
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Subsequent draws will issue warrants calculated by dividing draw amount by the five‑day VWAP at each respective closing; exercise price and expiry identical to First Warrants.
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Use of Proceeds
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Net proceeds from the Initial Convertible Security will be applied toward production, general corporate purposes, and working capital.
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TSX Listing & Restrictions
- TSX conditionally approved listing for up to an additional 10,582,354 shares resulting from conversions.
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Shares issued upon conversion are subject to TSX private placement rules, a four‑month lock‑up plus one day, and applicable Canadian/U.S. securities law resale restrictions.
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Security Offering Disclaimer
- The securities have not been registered under the U.S. Securities Act; offers are limited to persons outside the United States or exempt parties per Regulation S.
Notable Quotes
(No direct quotes were provided in the release.)