Prophecy DeFi Announces Supplemental Debenture and Conversion of the Debentures

Executive Summary

• Prophecy DeFi Inc. received all required documentation to amend and forcibly convert $5,360,000 of principal amount convertible debentures into common equity.
• The conversion will issue approximately 615,744,889 common shares at a $0.01 per share conversion price, simplifying the capital structure.
• An additional $67,000 of debentures issued to an agent for services will remain unchanged under the original terms.

Key Details

• Debenture Principal: $5,360,000 (issued Dec 23 2021).
• Conversion Price: $0.01 per common share.
• Shares Issued on Conversion: ~615,744,889 common shares.
• Effective Conversion Date: On or around October 17 2025.
• Supplemental Indenture: To be executed between Prophecy DeFi and TSX Trust Company contemporaneously with this announcement.
• Amendments Include: Automatic conversion of all principal and accrued interest into common equity; amendment of other terms per the supplemental indenture.
• Exempt Debentures: $67,000 principal amount issued to a compensation agent will not be subject to the amendments and will continue under existing terms.
• Purpose Statement: Simplify capital structure and focus on long‑term value creation for stakeholders (CEO comment).

Notable Quotes

“We would like to extend our gratitude to our debenture holders. The Amendments enable the Company to simplify its capital structure and concentrate on advancing opportunities that support long‑term value creation for all of its stakeholders.” – John McMahon, CEO